Omron Corporation TSE:6645
OMRON : Convocation Notice for The 89th Ordinary General Meeting of Shareholders and Reference Materials for The General Meeting of Shareholders
Source: MarketScreener
This document has been translated from the Japanese original for reference purposes only. Where there are any discrepancies between the Japanese original and the translated document, the original Japanese document shall prevail.
To All Shareholders:
Stock Code: 6645
June 1, 2026 (Start date for electronic provision of documents: May 22, 2026)
Junta TsujinagaPresident and CEO
OMRON Corporation
Shiokoji Horikawa, Shimogyo-ku, Kyoto, Japan
CONVOCATION NOTICE FOR THE 89TH ORDINARY GENERAL MEETING OF SHAREHOLDERSNotice is hereby given that the 89th Ordinary General Meeting of Shareholders will be held as detailed below.
For the convocation of this General Meeting of Shareholders, matters to be provided electronically are posted on the website below as “Convocation Notice for the 89th Ordinary General Meeting of Shareholders.” Please access the website.
The Company’s website: https://www.omron.com/global/en/ir/shareholder/general_mtg/
In addition to the website above, matters to be provided electronically will also be posted on the Tokyo Stock Exchange (TSE) website. Please access the TSE website (TSE Listed Company Search) below, search for an issue name (OMRON) or stock code (6645), then select “Basic information,” and “Documents for public inspection/PR information” to read the documents.
TSE website (TSE Listed Company Search): https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Instead of attending the Meeting in person, you may exercise your voting rights by electronic methods or in writing. You are kindly requested to examine the Reference Materials for the General Meeting of Shareholders and to exercise your voting rights no later than 5:30 p.m. on Monday, June 22, 2026.
* Please note that there is no ballot attached to this translation.
Date: Tuesday, June 23, 2026, 10:00 a.m.
(The reception is scheduled to start at 9:00 a.m.)
Place: Banquet room “Genji,” 3rd Floor of Hotel Granvia Kyoto (inside Kyoto Station building) Karasuma-dori, Shiokoji-sagaru, Shimogyo-ku, Kyoto
Agenda:
Reports
The Business Report, Consolidated Financial Statements, and the Reports of the Accounting Auditors and Audit & Supervisory Board on the Results of Audits of Consolidated Financial Statements for the 89th Fiscal Year (April 1, 2025 to March 31, 2026)
Financial Statements for the 89th Fiscal Year (April 1, 2025 to March 31, 2026)
Proposals
No. 1 Dividends from Retained Earnings No. 2 Election of Eight (8) Directors
No. 3 Election of One (1) Alternate Audit & Supervisory Board Member
REFERENCE MATERIALS FOR THE GENERAL MEETING OF SHAREHOLDERSProposals and Reference ItemsNo. 1: Dividends from Retained EarningsAiming to maximize corporate value through the realization of the long-term vision, OMRON prioritizes the necessary investment to create new value from a medium- and long-term perspective.
With priority being placed on the investment necessary for value creation over the medium and long term, we will implement stable and sustainable shareholder returns. Annual dividends will be based on “dividends on equity (DOE) of around 3%,” and taking past dividend payments also into account, we intend to ensure stable and sustainable shareholder returns.
The Company plans to pay a year-end dividend of JPY 52 per share, upon consideration of the DOE level and past dividend levels, in order to secure stable and continuous dividends. As the Company has paid an interim cash dividend of JPY 52 per share, total cash dividends for the fiscal year will be JPY 104 per share.
Type of dividend assets:
Cash
Item concerning allotment of dividend assets to shareholders and total amount of dividends:
JPY 52 per share of common stock. Total amount JPY 10,262,965,752
Effective date of the dividend (First payment date for year-end dividend): June 24, 2026
The terms of all eight (8) Directors will expire at the close of this General Meeting of Shareholders. The Company therefore requests the election of eight (8) Directors, including three (3) Outside Directors.
The Company has established the Personnel Advisory Committee to enhance the transparency, objectivity and timeliness in the nomination process of candidates for Directors. In response to consultation from the Chairman of the Board of Directors, the Personnel Advisory Committee discusses and makes recommendations on the candidates for Directors in accordance with the election criteria. Reflecting the Personnel Advisory Committee’s recommendations, the Board of Directors nominates the candidates for Directors.
The Director candidates are as stated on pages 5 to 14.
Candidate number | Name | Current position in the Company | Attendance at the Board of Directors meetings | Tenure as Director |
1 | Mr. Yoshihito Yamada | Chairman of the Board | 12/12 times (100%) | 15 years |
2 | Mr. Junta Tsujinaga | Representative Director | 12/12 times (100%) | 3 years |
3 | Mr. Kiichiro Miyata | Representative Director | 12/12 times (100%) | 9 years |
4 | Mr. Masahiko Tomita | Director | 12/12 times (100%) | 3 years |
5 | Mr. Shizuto Yukumoto | Director | 12/12 times (100%) | 3 years |
6 | Mr. Takehiro Kamigama | Outside Director | 12/12 times (100%) | 9 years |
7 | Ms. Izumi Kobayashi | Outside Director | 12/12 times (100%) | 6 years |
8 | Mr. Yoshihisa Suzuki | Outside Director | 12/12 times (100%) | 4 years |
Candidate number | Name (Date of birth) | Career summary, position in the Company, areas of responsibility, and significant concurrent positions |
April 1984 Joined the Company June 2008 Appointed Executive Officer, and President and CEO of OMRON HEALTHCARE Co., Ltd. March 2010 Appointed Senior General Manager of Corporate Strategic Planning H.Q. June 2010 Appointed Managing Executive Officer June 2011 Appointed Representative Director and President June 2013 Appointed CEO June 2023 Appointed Chairman of the Board (to present) | ||
1 | Mr. Yoshihito Yamada (November 30, 1961) (Male) Reelection Number of shares of the Company owned: Common shares: 65,675 Dilutive shares: 57,051 Tenure as Director: 15 years Attendance at the Board of Directors meetings during fiscal 2025: 12/12 times (100%) Number of listed companies including OMRON where he concurrently serves as an officer: with business execution 0 without business execution 3 | Areas of responsibility, etc., in the Company: Chairman of the Board of Directors Vice Chairman of the Corporate Governance Committee Member of the CEO Selection Advisory Committee Significant concurrent positions: Outside Director of NEC Corporation Outside Director of J. FRONT RETAILING Co., Ltd. Outside Director of Mitsubishi UFJ Securities Holdings Co., Ltd. Mr. Yoshihito Yamada serves as Chairman of the Board of Directors as a Director not engaged in business execution, and in this role he manages the Board of Directors in an appropriate manner to enhance the effectiveness of the Board of Directors and supervises the corporate management in the Medium-Term Roadmap SF 2nd Stage properly, with an aim of realizing the long-term vision SF2030. As Vice Chairman of the Corporate Governance Committee and a member of the CEO Selection Advisory Committee, he contributes to increasing transparency and fairness in the management of the Company, including the appointment of CEO. In addition, he has a high level of insight into corporate management, sustainability, and ESG, and is working actively to instill the OMRON Principles within the Group. In light of these achievements and contributions, the Company believes that he is a suitable person for achieving sustained improvements in corporate value and therefore requests his reelection as a Director. |
Notes: 1. There are no special interests between the Company and Mr. Yoshihito Yamada.
In order to ensure that Directors and Audit & Supervisory Board Members can adequately fulfill their expected roles, the Company has concluded an indemnity agreement with Directors and Audit & Supervisory Board Members, which indemnifies them for expenses in Article 430-2, Paragraph 1, Item 1 of the Companies Act and for losses in Item 2 of the same paragraph within the limits stipulated by laws and regulations. If the reelection of Mr. Yoshihito Yamada is approved, the Company plans to continue the aforementioned indemnity agreement.
In order to ensure that Directors and Audit & Supervisory Board Members can adequately fulfill their expected roles, the Company has entered into a directors and officers liability insurance contract to insure its Directors and Audit & Supervisory Board Members. The contract shall cover damage that may arise due to the insured assuming liability for the execution of their duties, or receiving a claim pertaining to the pursuit of such liability. If the reelection of Mr. Yoshihito Yamada is approved, he shall be insured under the said insurance contract. The Company plans to renew the said insurance contract during his term of office.
The number of shares of the Company owned above includes the real number of shares held in the name of the OMRON Officers’ Stock Ownership Plan (as of March 31, 2026). The number of dilutive shares represents the number of shares corresponding to the cumulative total points under a stock compensation plan using a trust (non-performance-linked component).
Candidate number | Name (Date of birth) | Career summary, position in the Company, areas of responsibility, and significant concurrent positions |
April 1989 Joined the Company March 2016 Appointed Senior General Manager of Product Business Division HQ, Industrial Automation Company April 2017 Appointed Executive Officer April 2019 Appointed Managing Executive Officer March 2021 Appointed Company President of Industrial Automation Company April 2023 Appointed President and CEO (to present) June 2023 Appointed Representative Director (to present) | ||
Mr. Junta Tsujinaga (April 5, 1966) (Male) Reelection | Areas of responsibility, etc., in the Company: President and CEO | |
2 | Number of shares of the Company owned: Common shares: 15,821 Dilutive shares: 31,049 Tenure as Director: 3 years Attendance at the Board of Directors meetings during fiscal 2025: 12/12 times (100%) | Mr. Junta Tsujinaga appropriately supervises the corporate management as Representative Director. By providing sufficient and adequate explanations on significant management issues at the Board of Directors, Mr. Tsujinaga contributes to the sophistication of the decision-making function of the Board of Directors. Furthermore, he leads the management and business execution as President and CEO in an uncertain business environment, striving to enhance the Company’s growing capacity. He also identified the Group’s structural issues and embarked on reform and has steadily promoted the laying of the foundation to drive improvements in corporate value over the medium and long term. Furthermore, he is demonstrating effective leadership in the implementation of the Medium-Term Roadmap SF 2nd Stage, with an aim of realizing the long-term vision SF2030. In light of these achievements and contributions, the Company believes that he is a suitable person to lead the Medium-Term Roadmap SF 2nd Stage towards the realization of the long-term vision SF2030, and therefore requests his reelection as a Director. |
Notes: 1. There are no special interests between the Company and Mr. Junta Tsujinaga.
In order to ensure that Directors and Audit & Supervisory Board Members can adequately fulfill their expected roles, the Company has concluded an indemnity agreement with Directors and Audit & Supervisory Board Members, which indemnifies them for expenses in Article 430-2, Paragraph 1, Item 1 of the Companies Act and for losses in Item 2 of the same paragraph within the limits stipulated by laws and regulations. If the reelection of Mr. Junta Tsujinaga is approved, the Company plans to continue the aforementioned indemnity agreement.
In order to ensure that Directors and Audit & Supervisory Board Members can adequately fulfill their expected roles, the Company has entered into a directors and officers liability insurance contract to insure its Directors and Audit & Supervisory Board Members. The contract shall cover damage that may arise due to the insured assuming liability for the execution of their duties, or receiving a claim pertaining to the pursuit of such liability. If the reelection of Mr. Junta Tsujinaga is approved, he shall be insured under the said insurance contract. The Company plans to renew the said insurance contract during his term of office.
The number of shares of the Company owned above includes the real number of shares held in the name of the OMRON Officers’ Stock Ownership Plan (as of March 31, 2026). The number of dilutive shares represents the number of shares corresponding to the cumulative total points under a stock compensation plan using a trust (non-performance-linked component).
Candidate number | Name (Date of birth) | Career summary, position in the Company, areas of responsibility, and significant concurrent positions |
Mr. Kiichiro Miyata (July 24, 1960) (Male) Reelection | April 1985 Joined Tateisi Institute of Life Science, Inc. (currently OMRON HEALTHCARE, Co., Ltd) March 2010 Appointed President and CEO of OMRON HEALTHCARE Co., Ltd. (Retired in March 2015) June 2010 Appointed Executive Officer of the Company June 2012 Appointed Managing Executive Officer April 2015 Appointed Chief Technology Officer (CTO) (to present) Appointed Senior General Manager of Technology & Intellectual Property H.Q. April 2017 Appointed Senior Managing Director June 2017 Appointed Representative Director (to present) March 2018 Appointed Senior General Manager of Innovation Exploring Initiative HQ April 2023 Appointed Executive Officer and Executive Vice President (to present) | |
3 | Number of shares of the Company owned: Common shares: 30,999 Dilutive shares: 31,757 Tenure as Director: 9 years Attendance at the Board of Directors meetings during fiscal 2025: 12/12 times (100%) | Areas of responsibility in the Company: Executive Officer and Executive Vice President CTO Member of the Compensation Advisory Committee Mr. Kiichiro Miyata appropriately supervises the corporate management as Representative Director based on a technical perspective. Mr. Miyata actively comments as a member of the Compensation Advisory Committee to contribute to increasing transparency and fairness in the compensation of Directors. Having superior insight into new business creation, innovation, DX, and IT, he currently serves as CTO to formulate and implement technology strategies from a management standpoint over the medium and long term in the implementation of the Medium-Term Roadmap SF 2nd Stage, with an aim to realize the long-term vision SF2030. In light of these achievements and contributions, the Company believes that he is a suitable person for achieving sustained improvements in corporate value and therefore requests his reelection as a Director. |
Notes: 1. There are no special interests between the Company and Mr. Kiichiro Miyata.
In order to ensure that Directors and Audit & Supervisory Board Members can adequately fulfill their expected roles, the Company has concluded an indemnity agreement with Directors and Audit & Supervisory Board Members, which indemnifies them for expenses in Article 430-2, Paragraph 1, Item 1 of the Companies Act and for losses in Item 2 of the same paragraph within the limits stipulated by laws and regulations. If the reelection of Mr. Kiichiro Miyata is approved, the Company plans to continue the aforementioned indemnity agreement.
In order to ensure that Directors and Audit & Supervisory Board Members can adequately fulfill their expected roles, the Company has entered into a directors and officers liability insurance contract to insure its Directors and Audit & Supervisory Board Members. The contract shall cover damage that may arise due to the insured assuming liability for the execution of their duties, or receiving a claim pertaining to the pursuit of such liability. If the reelection of Mr. Kiichiro Miyata is approved, he shall be insured under the said insurance contract. The Company plans to renew the said insurance contract during his term of office.
The number of shares of the Company owned above includes the real number of shares held in the name of the OMRON Officers’ Stock Ownership Plan (as of March 31, 2026). The number of dilutive shares represents the number of shares corresponding to the cumulative total points under a stock compensation plan using a trust (non-performance-linked component).
Candidate number | Name (Date of birth) | Career summary, position in the Company, areas of responsibility, and significant concurrent positions |
4 | Mr. Masahiko Tomita (August 20, 1966) (Male) Reelection Number of shares of the Company owned: Common shares: 15,095 Dilutive shares: 14,345 Tenure as Director: 3 years Attendance at the Board of Directors meetings during fiscal 2025: 12/12 times (100%) | April 1989 Joined the Company March 2012 Appointed General Manager of Corporate Planning Department, Global Strategy HQ April 2014 Appointed Executive Officer March 2017 Appointed Senior General Manager of Global Human Resources and Administration HQ (Retired in September 2024) April 2019 Appointed Managing Executive Officer April 2023 Appointed Senior Managing Executive Officer and CHRO (to present) June 2023 Appointed Director (to present) March 2026 Appointed CRO (to present) Appointed Senior General Manager, Global Human Resources and Administration HQ (to present) Areas of responsibility, etc., in the Company: Senior Managing Executive Officer CHRO, CRO and Senior General Manager, Global Human Resources and Administration HQ Member of the Personnel Advisory Committee Mr. Masahiko Tomita appropriately supervises the corporate management as a Director mainly based on perspectives of human resource strategies, sustainability and ESG. He actively comments as a member of the Personnel Advisory Committee to contribute to increasing transparency and fairness in executive personnel matters. With his deep insight into human resource development and group governance and as CHRO and CRO, he leads formulation and implementation of human resource strategies from a management standpoint over the medium and long term, in the implementation of the Medium-Term Roadmap SF 2nd Stage, with an aim to realize the long-term vision SF2030, and promotes the sophistication of the internal control system and the risk management system. In light of these achievements and contributions, the Company believes that he is a suitable person for achieving sustained improvements in corporate value and therefore requests his reelection as a Director. |
Notes: 1. There are no special interests between the Company and Mr. Masahiko Tomita.
In order to ensure that Directors and Audit & Supervisory Board Members can adequately fulfill their expected roles, the Company has concluded an indemnity agreement with Directors and Audit & Supervisory Board Members, which indemnifies them for expenses in Article 430-2, Paragraph 1, Item 1 of the Companies Act and for losses in Item 2 of the same paragraph within the limits stipulated by laws and regulations. If the reelection of Mr. Masahiko Tomita is approved, the Company plans to continue the aforementioned indemnity agreement.
In order to ensure that Directors and Audit & Supervisory Board Members can adequately fulfill their expected roles, the Company has entered into a directors and officers liability insurance contract to insure its Directors and Audit & Supervisory Board Members. The contract shall cover damage that may arise due to the insured assuming liability for the execution of their duties, or receiving a claim pertaining to the pursuit of such liability. If the reelection of Mr. Masahiko Tomita is approved, he shall be insured under the said insurance contract. The Company plans to renew the said insurance contract during his term of office.
The number of shares of the Company owned above includes the real number of shares held in the name of the OMRON Officers’ Stock Ownership Plan (as of March 31, 2026). The number of dilutive shares represents the number of shares corresponding to the cumulative total points under a stock compensation plan using a trust (non-performance-linked component).
Candidate number | Name (Date of birth) | Career summary, position in the Company, areas of responsibility, and significant concurrent positions |
5 | Mr. Shizuto Yukumoto (December 25, 1961) (Male) Reelection Number of shares of the Company owned: Common shares: 19,142 Dilutive shares: 16,975 Tenure as Director: 3 years Attendance at the Board of Directors meetings during fiscal 2025: 12/12 times (100%) Number of listed companies including OMRON where he concurrently serves as an officer with business execution 0 without business execution 2 | April 1985 Joined the Company April 2009 Appointed President & CEO of OMRON EUROPE B.V. June 2010 Appointed Executive Officer March 2012 Appointed Senior General Manager of Environmental Solutions Business HQ March 2014 Appointed Senior General Manager of Environmental Business HQ April 2014 Appointed Managing Executive Officer Feb. 2017 Appointed Company President of Electronic and Mechanical Components Company (currently Device & Module Solutions Company) June 2023 Appointed Director (to present) Areas of responsibility, etc., in the Company: Vice Chairman of the CEO Selection Advisory Committee Vice Chairman of the Personnel Advisory Committee Vice Chairman of the Compensation Advisory Committee Member of the Corporate Governance Committee Significant concurrent position: Outside Director of YAMABIKO CORPORATION Mr. Shizuto Yukumoto appropriately supervises the corporate management in the Medium-Term Roadmap SF 2nd Stage as a full-time Director not engaged in business execution, with an aim to realize the long-term vision SF2030. As Vice Chairman of the CEO Selection Advisory Committee, the Personnel Advisory Committee and the Compensation Advisory Committee, and as a member of the Corporate Governance Committee, he actively comments to contribute to increasing transparency and fairness in the management of the Company, including the appointment of CEO. Based on his abundant global business experience and deep insight into new business creation, DX, IT, sustainability and ESG, he contributes to enhancing governance of the Group from an objective standpoint. In light of these achievements and contributions, the Company believes that he is a suitable person for achieving sustained improvements in corporate value and therefore requests his reelection as a Director. |
Notes: 1. There are no special interests between the Company and Mr. Shizuto Yukumoto.
In order to ensure that Directors and Audit & Supervisory Board Members can adequately fulfill their expected roles, the Company has concluded an indemnity agreement with Directors and Audit & Supervisory Board Members, which indemnifies them for expenses in Article 430-2, Paragraph 1, Item 1 of the Companies Act and for losses in Item 2 of the same paragraph within the limits stipulated by laws and regulations. If the reelection of Mr. Shizuto Yukumoto is approved, the Company plans to continue the aforementioned indemnity agreement.
In order to ensure that Directors and Audit & Supervisory Board Members can adequately fulfill their expected roles, the Company has entered into a directors and officers liability insurance contract to insure its Directors and Audit & Supervisory Board Members. The contract shall cover damage that may arise due to the insured assuming liability for the execution of their duties, or receiving a claim pertaining to the pursuit of such liability. If the reelection of Mr. Shizuto Yukumoto is approved, he shall be insured under the said insurance contract. The Company plans to renew the said insurance contract during his term of office.
The number of shares of the Company owned above includes the real number of shares held in the name of the OMRON Officers’ Stock Ownership Plan (as of March 31, 2026). The number of dilutive shares represents the number of shares corresponding to the cumulative total points under a stock compensation plan using a trust (non-performance-linked component).
Candidate number | Name (Date of birth) | Career summary, position in the Company, areas of responsibility, and significant concurrent positions |
6 | Mr. Takehiro Kamigama (January 12, 1958) (Male) ReelectionNumber of shares of the Company owned: Common shares: 0 Dilutive shares: 932 Tenure as Director: 9 years Attendance at the Board of Directors meetings during fiscal 2025: 12/12 times (100%) Number of listed companies including OMRON where he concurrently serves as an officer with business execution 0 without business execution 3 | April 1981 Joined TDK Corporation June 2002 Appointed Corporate Officer of TDK Corporation June 2003 Appointed Senior Vice President of TDK Corporation June 2004 Appointed Director & Executive Vice President of TDK Corporation June 2006 Appointed President & Representative Director of TDK Corporation June 2016 Appointed Chairman & Representative Director of TDK Corporation June 2017 Appointed Outside Director of the Company (to present) June 2018 Appointed Mission Executive of TDK Corporation July 2021 Appointed Chief Consultant, Contemporary Amperex Technology Japan KK (to present) Areas of responsibility, etc., in the Company: Chairman of the CEO Selection Advisory Committee Chairman of the Corporate Governance Committee Member of the Personnel Advisory Committee Member of the Compensation Advisory Committee Significant concurrent positions: Chief Consultant of Contemporary Amperex Technology Japan KK Outside Director of the Board of KOKUYO Co., Ltd. External Director of Nippon Sheet Glass Co., Ltd. Having served in management positions at a global company, Mr. Takehiro Kamigama has a considerable track record of management achievements and superior insight into innovation, technology, DX and IT, and appropriately supervises corporate management in the Medium-Term Roadmap SF 2nd Stage as an Outside Director with an aim of realizing the long-term vision SF2030. In addition, Mr. Kamigama shares his experience and insight as management expert, and actively comments as Chairman of the CEO Selection Advisory Committee and the Corporate Governance Committee, and as a member of the Personnel Advisory Committee and the Compensation Advisory Committee to contribute to increasing transparency and fairness in the management of the Company. In light of these achievements and contributions, the Company expects that he will be a suitable person for supervising management for sustained improvements in corporate value and therefore requests his reelection as an Outside Director. |
Notes: 1. There are no special interests between the Company and Mr. Takehiro Kamigama.
Mr. Takehiro Kamigama is currently an Outside Director of the Company, and the Company has provided notification as an Independent Officer to Tokyo Stock Exchange, Inc. If Mr. Kamigama’s reelection is approved, the Company plans to provide notification as an Independent Officer to Tokyo Stock Exchange, Inc. Details of “The Company’s policy regarding the independence of Outside Executives” are described on pages 19 to 20.
The Company has established a provision in its Articles of Incorporation for limited liability agreements with Outside Directors and Outside Audit & Supervisory Board Members with the approval of shareholders, to ensure that they can adequately fulfill their expected roles. Accordingly, the Company has formed a limited liability agreement with Outside Directors and Outside Audit & Supervisory Board Members that sets the amount of their liability at either JPY 10 million or the minimum liability amount prescribed in Article 425-1 of the Companies Act, whichever is higher. If Mr. Takehiro Kamigama’s reelection is approved, the Company plans to continue the aforementioned limited liability agreement.
In order to ensure that Directors and Audit & Supervisory Board Members can adequately fulfill their expected roles, the Company has concluded an indemnity agreement with Directors and Audit & Supervisory Board Members, which indemnifies them for expenses in Article 430-2, Paragraph 1, Item 1 of the Companies Act and for losses in Item 2 of the same paragraph within the limits stipulated by laws and regulations. If the reelection of Mr. Takehiro Kamigama is approved, the Company plans to continue the aforementioned indemnity agreement.
In order to ensure that Directors and Audit & Supervisory Board Members can adequately fulfill their expected roles, the Company has entered into a directors and officers liability insurance contract to insure its Directors and Audit & Supervisory Board Members. The contract shall cover damage that may arise due to the insured assuming liability for the execution of their duties, or receiving a claim pertaining to the pursuit of such liability. If the reelection of Mr. Takehiro Kamigama is approved, he shall be insured under the said insurance contract. The Company plans to renew the said insurance contract during his term of office.
The number of dilutive shares represents the number of shares corresponding to the cumulative total of points under a stock compensation plan using a trust (non-performance-linked component).
Candidate number | Name (Date of birth) | Career summary, position in the Company, areas of responsibility, and significant concurrent positions |
7 | Ms. Izumi Kobayashi (January 18, 1959) (Female) ReelectionNumber of shares of the Company owned: Common shares: 3,354 Dilutive shares: 932 Tenure as Director: 6 years Attendance at the Board of Directors meetings during fiscal 2025: 12/12 times (100%) Number of listed companies including OMRON where she concurrently serves as an officer: with business execution 0 without business execution 3 | April 1981 Joined Mitsubishi Chemical Industries Limited (currently Mitsubishi Chemical Corporation) June 1985 Joined Merrill Lynch Futures Japan Inc. Dec. 2001 Appointed President and Representative Director of Merrill Lynch Japan Securities Co., Ltd. Nov. 2008 Appointed Executive Vice President of Multilateral Investment Guarantee Agency, The World Bank Group April 2015 Appointed Vice Chairperson of Japan Association of Corporate Executives June 2016 Appointed Governor of Japan Broadcasting Corporation June 2020 Appointed Outside Director of the Company (to present) Areas of responsibility, etc., in the Company: Chairman of the Personnel Advisory Committee Member of the CEO Selection Advisory Committee Member of the Compensation Advisory Committee Member of the Corporate Governance Committee Significant concurrent positions: Independent Director of Fujitsu Limited Outside Director of ARCHION Corporation Ms. Izumi Kobayashi has abundant experience and international insight cultivated through her service as a representative for private financial institutions and an international development financial institution. Furthermore, she has expertise in sustainability, ESG and diversity, and appropriately supervises corporate management in the Medium-Term Roadmap SF 2nd Stage as an Outside Director with an aim of realizing the long-term vision SF2030. In addition, Ms. Kobayashi shares her experience and insight as management expert, and actively comments as Chairman of the Personnel Advisory Committee and as a member of the CEO Selection Advisory Committee, the Compensation Advisory Committee and the Corporate Governance Committee to contribute to increasing transparency and fairness in the management of the Company. In light of these achievements and contributions, the Company expects that she will be a suitable person for supervising management for sustained improvements in corporate value and therefore requests her reelection as an Outside Director. |
Notes: 1. There are no special interests between the Company and Ms. Izumi Kobayashi.
Ms. Izumi Kobayashi is currently an Outside Director of the Company, and the Company has provided notification as an Independent Officer to Tokyo Stock Exchange, Inc. If Ms. Kobayashi’s reelection is approved, the Company plans to provide notification as an Independent Officer to Tokyo Stock Exchange, Inc. Details of “The Company’s policy regarding the independence of Outside Executives” are described on pages 19 to 20.
The Company has established a provision in its Articles of Incorporation for limited liability agreements with Outside Directors and Outside Audit & Supervisory Board Members with the approval of shareholders, to ensure that they can adequately fulfill their expected roles. Accordingly, the Company has formed a limited liability agreement with Outside Directors and Outside Audit & Supervisory Board Members that sets the amount of their liability at either JPY 10 million or the minimum liability amount prescribed in Article 425-1 of the Companies Act, whichever is higher. If Ms. Izumi Kobayashi’s reelection is approved, the Company plans to continue the aforementioned limited liability agreement.
In order to ensure that Directors and Audit & Supervisory Board Members can adequately fulfill their expected roles, the Company has concluded an indemnity agreement with Directors and Audit & Supervisory Board Members, which indemnifies them for expenses in Article 430-2, Paragraph 1, Item 1 of the Companies Act and for losses in Item 2 of the same paragraph within the limits stipulated by laws and regulations. If the reelection of Ms. Izumi Kobayashi is approved, the Company plans to continue the aforementioned indemnity agreement.
In order to ensure that Directors and Audit & Supervisory Board Members can adequately fulfill their expected roles, the Company has entered into a directors and officers liability insurance contract to insure its Directors and Audit & Supervisory Board Members. The contract shall cover damage that may arise due to the insured assuming liability for the execution of their duties, or receiving a claim pertaining to the pursuit of such liability. If the reelection of Ms. Izumi Kobayashi is approved, she shall be insured under the said insurance contract. The Company plans to renew the said insurance contract during her term of office.
Mizuho Financial Group Inc., at which Ms. Izumi Kobayashi served as Outside Director until June 2025, during her tenure as Outside Director, received a business improvement order from the Financial Services Agency in November 2021 on account of eight system failures that occurred in the system of its subsidiary, Mizuho Bank,
Ltd., from February to September 2021. The said company submitted a business improvement plan to the Financial Services Agency in January of the following year and worked to prevent recurrence. Ms. Kobayashi had already been making appropriate proposals prior to the incident regarding group governance, risk management and compliance with laws and regulations at the said company’s Board of Directors meetings and other meetings. Even after the facts above occurred, she gave suggestions regarding measures to prevent recurrence in the future and verified the progress of the business improvement plan as a member of the said company’s System Failure Special Investigative Committee, gave reports on the investigation details, etc. to the Board of Directors and made efforts to strengthen supervision functions, thereby fulfilling her duties.
The number of shares of the Company owned above includes the real number of shares held in the name of the OMRON Officers’ Stock Ownership Plan (as of March 31, 2026). The number of dilutive shares represents the number of shares corresponding to the cumulative total of points under a stock compensation plan using a trust (non-performance-linked component).
Candidate number | Name (Date of birth) | Career summary, position in the Company, areas of responsibility, and significant concurrent positions |
Mr. Yoshihisa Suzuki (June 21, 1955) (Male) Reelection | April 1979 Joined ITOCHU Corporation June 2003 Appointed Executive Officer of ITOCHU Corporation April 2006 Appointed Managing Executive Officer of ITOCHU Corporation April 2007 Appointed President (CEO) of ITOCHU International Inc. June 2012 Appointed Representative Director, President & CEO of JAMCO CORPORATION June 2016 Appointed Representative Director and Senior Managing Executive Officer of ITOCHU Corporation April 2018 Appointed President & Chief Operating Officer of ITOCHU Corporation April 2020 Appointed President & Chief Operating Officer and CDO·CIO of ITOCHU Corporation April 2021 Appointed Member of the Board and Vice Chairman of ITOCHU Corporation April 2022 Appointed Vice Chairman of ITOCHU Corporation June 2022 Appointed Outside Director of the Company (to present) April 2023 Appointed Senior Vice Representative for Business Community Relations, ITOCHU Corporation April 2024 Appointed Advisory Member, ITOCHU Corporation (to present) | |
8 | Number of shares of the Company owned: Common shares: 2,488 Dilutive shares: 932 Tenure as Director: 4 years Attendance at the Board of Directors meetings during fiscal 2025: 12/12 times (100%) Number of listed companies including OMRON where he concurrently serves as an officer: with business execution 0 without business execution 3 | Areas of responsibility, etc., in the Company: Chairman of the Compensation Advisory Committee Member of the CEO Selection Advisory Committee Member of the Personnel Advisory Committee Member of the Corporate Governance Committee Significant concurrent positions: Advisory Member, ITOCHU Corporation Outside Director of the Board of Kyowa Kirin Co., Ltd. Outside Members of the Board of JFE Holdings, Inc. Having served in management positions at a global general trading company, Mr. Yoshihisa Suzuki has a considerable track record of international management achievements and superior insight into innovation, technology, DX and IT, and appropriately supervises corporate management in the Medium-Term Roadmap SF 2nd Stage as an Outside Director with an aim of realizing the long-term vision SF2030. In addition, Mr. Suzuki shares his experience and insight as management expert, and actively comments as Chairman of the Compensation Advisory Committee and as a member of the CEO Selection Advisory Committee, the Personnel Advisory Committee, and the Corporate Governance Committee to contribute to increasing transparency and fairness in the management of the Company. In light of these achievements and contributions, the Company expects that he will be a suitable person for supervising management for sustained improvements in corporate value and therefore requests his reelection as an Outside Director. |
Notes: 1. Mr. Yoshihisa Suzuki currently serves as Advisory Member, ITOCHU Corporation. While the OMRON Group has a business relationship with the ITOCHU Group including sales of products, such transactions in fiscal 2025 accounted for less than 1% of the consolidated net sales of the OMRON Group and those of the ITOCHU Group. Therefore there is nothing questionable regarding the independence of Mr. Suzuki, and there are no special interests between Mr. Suzuki and the Company.
Mr. Yoshihisa Suzuki is currently an Outside Director of the Company, and the Company has provided notification as an Independent Officer to Tokyo Stock Exchange, Inc. If Mr. Suzuki’s reelection is approved, the Company plans to provide notification as an Independent Officer to Tokyo Stock Exchange, Inc. Details of “The Company’s policy regarding the independence of Outside Executives” are described on pages 19 to 20.
The Company has established a provision in its Articles of Incorporation for limited liability agreements with Outside Directors and Outside Audit & Supervisory Board Members with the approval of shareholders, to ensure that they can adequately fulfill their expected roles. Accordingly, the Company has formed a limited liability agreement with Outside Directors and Outside Audit & Supervisory Board Members that sets the amount of their liability at either JPY 10 million or the minimum liability amount prescribed in Article 425-1 of the Companies Act, whichever is higher. If Mr. Yoshihisa Suzuki’s reelection is approved, the Company plans to continue the aforementioned limited liability agreement.
In order to ensure that Directors and Audit & Supervisory Board Members can adequately fulfill their expected roles, the Company has concluded an indemnity agreement with Directors and Audit & Supervisory Board Members, which indemnifies them for expenses in Article 430-2, Paragraph 1, Item 1 of the Companies Act and
for losses in Item 2 of the same paragraph within the limits stipulated by laws and regulations. If the reelection of Mr. Yoshihisa Suzuki is approved, the Company plans to continue the aforementioned indemnity agreement.
In order to ensure that Directors and Audit & Supervisory Board Members can adequately fulfill their expected roles, the Company has entered into a directors and officers liability insurance contract to insure its Directors and Audit & Supervisory Board Members. The contract shall cover damage that may arise due to the insured assuming liability for the execution of their duties, or receiving a claim pertaining to the pursuit of such liability. If the reelection of Mr. Yoshihisa Suzuki is approved, he shall be insured under the said insurance contract. The Company plans to renew the said insurance contract during his term of office.
The number of shares of the Company owned above includes the real number of shares held in the name of the OMRON Officers’ Stock Ownership Plan (as of March 31, 2026). The number of dilutive shares represents the number of shares corresponding to the cumulative total of points under a stock compensation plan using a trust (non-performance-linked component).
The term of office of the currently appointed Alternate Audit & Supervisory Board Member will expire at the opening of this General Meeting of Shareholders. To ensure that the Company will not lack the number of Audit & Supervisory Board Members stipulated by laws and regulations, the Company requests the election of one (1) Alternate Audit & Supervisory Board Member as an Alternate Outside Audit & Supervisory Board Member.
This Alternate Audit & Supervisory Board Member shall be appointed only if the Company lacks the number of Outside Audit & Supervisory Board Members stipulated by laws and regulations, and shall serve the remaining term of his predecessor. The Company has obtained the consent of the Audit & Supervisory Board regarding this proposal.
The Company has established the Personnel Advisory Committee to enhance the transparency, objectivity and timeliness in the nomination process of candidates for Audit & Supervisory Board Members. In response to consultation from the Chairman of the Board, who has been entrusted by the Audit & Supervisory Board, the Personnel Advisory Committee discusses and makes recommendations on the candidates for Audit & Supervisory Board Members in accordance with the election criteria. Reflecting the Personnel Advisory Committee’s recommendations, and with the consent of the Audit & Supervisory Board, the Board of Directors nominates the candidates for Audit & Supervisory Board Member. Similar procedures have been implemented for nomination of the candidate for Alternate Audit & Supervisory Board Member.
The Alternate Audit & Supervisory Board Member candidate is as follows.
Name (Date of birth) | Career summary and significant concurrent positions |
Mr. Toru Watanabe (February 2, 1966) (Male) | April 1993 Registered as attorney with the Osaka Bar Association; joined Kitahama Partners (currently Kitahama Partners - Foreign Law Joint Enterprise) Jan. 1998 Appointed Partner of Kitahama Partners (to present) Jan. 2020 Appointed Representative of Kitahama Partners (Legal professional corporation) (to present) April 2025 Appointed Representative Partner of Kitahama Partners (to present) Significant concurrent positions: Partner of Kitahama Partners - Foreign Law Joint Enterprise, Attorney at Law and Representative Partner of Kitahama Partners (Legal professional corporation) and Representative Partner of Kitahama Partners Outside Director of SHOBIDO Corporation Outside Director of O-WELL CORPORATION (scheduled to retire in June 2026) |
Number of shares of the Company owned: Common shares: 0 | Mr. Toru Watanabe is an attorney specializing primarily in the Companies Act and corporate legal affairs. With his superior insight into risk management and corporate governance, he has served as an outside executive at multiple corporations. Based on these achievements and extensive experience, the Company expects that he will be a suitable person to serve as Outside Audit & Supervisory Board Member and therefore requests his election as an Alternate Outside Audit & Supervisory Board Member. |
Notes: 1. There are no special interests between the Company and Mr. Toru Watanabe.
Mr. Toru Watanabe is an Alternate Outside Audit & Supervisory Board Member candidate, and meets the conditions of an Independent Officer as defined by Tokyo Stock Exchange, Inc. If Mr. Watanabe is appointed as an Outside Audit & Supervisory Board Member, the Company plans to provide notification as an Independent Officer to Tokyo Stock Exchange, Inc. Details of “The Company’s policy regarding the independence of Outside Executives” are described on pages 19 to 20.
The Company has established a provision in its Articles of Incorporation for limited liability agreements with Outside Directors and Outside Audit & Supervisory Board Members with the approval of shareholders, to ensure that they can adequately fulfill their expected roles. Accordingly, the Company has formed a limited liability agreement with Outside Directors and Outside Audit & Supervisory Board Members that sets the amount of their liability at either JPY 10 million or the minimum liability amount prescribed in Article 425-1 of the Companies Act, whichever is higher. If Mr. Toru Watanabe is appointed as an Outside Audit & Supervisory Board Member, the Company plans to conclude the aforementioned limited liability agreement.
In order to ensure that Directors and Audit & Supervisory Board Members can adequately fulfill their expected roles, the Company has concluded an indemnity agreement with Directors and Audit & Supervisory Board Members, which indemnifies them for expenses in Article 430-2, Paragraph 1, Item 1 of the Companies Act and for losses in Item 2 of the same paragraph within the limits stipulated by laws and regulations. If Mr. Toru
Watanabe is appointed as an Outside Audit & Supervisory Board Member, the Company plans to conclude the aforementioned indemnity agreement.
In order to ensure that Directors and Audit & Supervisory Board Members can adequately fulfill their expected roles, the Company has entered into a directors and officers liability insurance contract to insure its Directors and Audit & Supervisory Board Members. The contract shall cover damage that may arise due to the insured assuming liability for the execution of their duties, or receiving a claim pertaining to the pursuit of such liability. If Mr. Toru Watanabe is appointed as Outside Audit & Supervisory Board Member, he shall be insured under the said insurance contract.
(Reference)
- Policy regarding Composition of the Board of Directors
In order to strengthen the supervision function of the Board of Directors, at the Company, management oversight and business execution are kept separate, and a majority of the Board of Directors shall consist of Directors who are not involved with business execution. In addition, at least one-third of the Board of Directors shall consist of Outside Directors. Regarding Outside Directors and Outside Audit & Supervisory Board Members, from the perspective of ensuring their independence, they are elected in accordance with the Company’s “Independence Requirements for Outside Executives.” Based on the above, the Board of Directors shall consist of diverse members who possess the experience, specialized knowledge, and insights necessary to realize the OMRON Group’s management vision and shall ensure diversity without distinction as to gender, nationality, international experience, or age.
- Policy regarding Appointment of Directors and Audit & Supervisory Board Members
Directors, Audit & Supervisory Board Members, and Executive Officers are composed of diverse members who possess the experience, specialized knowledge and insights necessary to realize the OMRON Group’s management vision and shall ensure diversity without distinction as to gender, nationality, international experience, or age.
To swiftly respond to the need for global-scale growth and greater competitive strength, as well as significant changes in the business environment, the Personnel Advisory Committee shall work to ensure diversity in the Board of Directors, Audit & Supervisory Board, and among Executive Officers in terms including work experience, specialized knowledge, insights, gender, nationality, international experience, and age.
The experience, specialized knowledge, and insight necessary for the realization of the OMRON Group’s management vision related to Directors and Audit & Supervisory Board Members is presented in the skill matrix.
[Criteria for Appointment of Outside Directors]Outside Directors are deeply involved in the CEO Selection Advisory Committee, which specializes in matters such as the appointment of the President, which is the top-priority matter in management oversight. In order to establish a highly transparent and objective system for appointing a President and CEO, Outside Directors must have management experience or equivalent experience.
[Criteria for Appointment of Outside Audit & Supervisory Board Members]Audit & Supervisory Board Members must possess the necessary insight, high ethical standards, fairness, and integrity as an Audit & Supervisory Board Member, as well as specialized knowledge in law, finance, accounting, management, or other areas.
- Composition of the Board of Directors
If Proposal No. 2 is approved as originally proposed, the composition of the Board of Directors will be as follows.
*1 The Company’s policy is to increase the ratio of Outside Directors to higher than 50% by 2027.
*2 The Company’s policy is to increase the ratio of female Directors to 20% or higher by 2027.
- Main Areas of Expertise and Specialization of Directors and Audit & Supervisory Board Members (Skill Matrix)
Areas of expertise and specialization (skills) required for Directors and Audit & Supervisory Board Members for the realization of the long-term vision SF2030
*Three years of experience or more is required in principle.
If Proposal No. 2 is approved as originally proposed, the main areas of expertise and specialization of Directors and Audit & Supervisory Board Members will be as follows.
The Company’s policy regarding the independence of Outside Executives
The Company makes it a rule to elect and appoint Outside Executive nominees following resolutions by the Board of Directors, based on the consultation to, deliberation by and reporting from the Personnel Advisory Committee chaired by an Outside Director, in accordance with the independence requirements stated in the Company’s own “Independence Requirements for Outside Executives (see Note)” in addition to the requirements under the Companies Act.
With regard to making all Outside Executives Independent Officers, the matter was resolved at a meeting of the Board of Directors. This decision followed consultation with the Corporate Governance Committee, composed of Outside Executives and non-executive internal Directors, with a view to ensuring that the Company’s own “Independence Requirements for Outside Executives” are appropriate criteria for judging the independence of Outside Executives.
(Note) “Independence Requirements for Outside Executives” (revised on February 5, 2026)
In selecting new Outside Executive nominees, the Company has set the following independence requirements to define relations between the OMRON Group and the nominees as well as companies or organizations to which they belong. Outside Executives shall maintain the following independence requirements after appointment as well, and if there is an appointment to a principal position, independence shall be reviewed based on these independence requirements by the Personnel Advisory Committee.
Nominees for Outside Executives shall not be Directors (excluding Outside Directors), Audit & Supervisory Board Members (excluding Outside Audit & Supervisory Board Members), Executive Officers or employees of the OMRON Group (see Note) and they shall not have been Directors (excluding Outside Directors), Audit & Supervisory Board Members (excluding Outside Audit & Supervisory Board Members), Executive Officers or employees of the OMRON Group in the past.
They shall not have been large shareholders of the OMRON Group (*), or executive Directors, Statutory Executive Officers, Executive Officers or employees of a company in which the OMRON Group is a large shareholder in any of the past five fiscal years.
(*) A large shareholder refers to a company, etc. with a shareholding ratio exceeding 10% of total voting rights.
They shall not be executive Directors, Statutory Executive Officers, Executive Officers or employees at significant transaction partners (*) of the OMRON Group.
(*) A significant transaction partner refers to a company whose payments or received transaction amount in business with the OMRON Group in the previous fiscal year and the past three fiscal years represent more than 2% of the consolidated net sales of the Group or the transaction partner (including its parent company and significant subsidiaries).
They shall not be executive Directors, Statutory Executive Officers, Executive Officers or employees of a corporation, organization, etc. receiving large donations (*) from the OMRON Group.
(*) Large donations refer to donations of JPY 10 million per year or donations that represent more than 2% of the consolidated net sales or total income of the donation recipient, whichever amount is larger, based on the average for the past three fiscal years.
Companies or organizations to which the nominee belongs must not have appointed designated executive Directors, Statutory Executive Officers or Executive Officers to the OMRON Group or vice versa.
They shall not have been representative partners, staff members, partners or employees at the Accounting Auditors serving the OMRON Group in any of the past five fiscal years.
They shall not be legal specialists, certified public accountants, consultants, etc., that receive large amounts of money (*) or other assets from the OMRON Group besides compensation of Directors or Audit & Supervisory Board Members.
(*) Large amounts of money refer to JPY 10 million per year in the cases of an individual or an amount that represents more than 2% of the consolidated net sales in the case of an organization based on the average for the past three fiscal years.
They shall not be a spouse, family member within the second degree of relationship, family member that lives in the same residence, or a dependent of any of the following parties.
Directors, Audit & Supervisory Board Members, Executive Officers or principal employees (*) of the OMRON Group
Parties that were Directors, Audit & Supervisory Board Members, Executive Officers or principal employees of the OMRON Group in any of the past five fiscal years
Parties that are restricted from appointment based on items 2. through 7. above
(*) Principal employees refer to employees at the Senior General Manager level or above.
9. In addition, there shall be nothing questionable regarding the independence in performing duties as an Outside Executive.
Note: The above term ‘OMRON Group’ means OMRON Corporation and its subsidiaries.
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