Toray Industries, Inc. TSE:3402

Toray Industries : Results of Voting on Resolutions at The 144th Ordinary General Meeting of Stockholders

Published

Source: MarketScreener

(Translation)

Results of Voting on Resolutions at The 144th Ordinary General Meeting of Stockholders

Toray Industries, Inc. announced the results of voting on resolutions made at the 144th Ordinary General Meeting of Stockholders held on June 26, 2025 as below.

Content of Report

  1. Date on which the Ordinary General Meeting of Stockholders of the Company was held June 26, 2025

  2. Propositions for voting

    Proposition No. 1 Appropriation of Surplus

    Year-end dividend

    ¥9 per share of common stock

    Proposition No. 2 Election of Ten Members of the Board

    It was proposed that the following ten persons be elected as Members of the Board: Akihiro Nikkaku, Mitsuo Ohya, Kazuhiko Shuto, Tetsuya Tsunekawa, Shigeki Terada, Yuichiro Kato, Kunio Ito, Susumu Kaminaga, Yuko Harayama and Akiko Innes-Taylor.

    Proposition No. 3 Election of Two Corporate Auditors

    It was proposed that the following two persons be elected as Corporate Auditors: Mitsuharu Mano and Masahiko Inoue.

    Proposition No. 4 Payment of Bonuses to Members of the Board

    It was proposed that bonuses of ¥143 million be paid to seven Members of the Board (excluding Outside Directors).

    Proposition No. 5 Revision of the Amount of Remuneration for Members of the Board and Corporate Auditors

    It was proposed that the amount of remuneration for Members of the Board be changed from a monthly amount to an annual amount and the amount of remuneration, including bonuses, be revised to within ¥900 million (including within ¥108 million for Outside Directors) per year. The amount of remuneration for Members of the Board will not include the portion of employees' salary of the employee director, as in the previous case. In addition, the amount of remuneration for Corporate Auditors will be changed from a monthly amount to an annual amount and the amount of remuneration will be revised to within ¥170 million per year.

    Proposition No. 6 Determination of Remuneration for the Granting of Restricted Stock to Members of the Board (Excluding Outside Directors)

    It was proposed that shares of the Company's common stock or monetary claims be provided as remuneration for the granting of restricted stock to Members of the Board (excluding Outside

    Directors) in place of the current system of stock acquisition rights as stock options, the total value of such shares or monetary claims be within ¥300 million per year, and the total number of shares of the Company's common stock to be issued or disposed of as restricted stock be within 1,200,000 shares per year.

  3. Numbers of affirmative votes, negative votes and abstentions for each proposition, and requirements for approval

    < Propositions No. 1 to No. 6 >

    Propositions for voting

    Number of

    affirmative votes

    Number of

    negative votes

    Number of abstentions

    Ratio of

    affirmative votes

    Approved/ disapproved

    Proposition No. 1

    12,933,332

    19,806

    11

    99.74％

    Approved

    Proposition No. 2

    Akihiro Nikkaku

    10,004,351

    2,948,755

    11

    77.15％

    Approved

    Mitsuo Ohya

    10,849,095

    2,068,812

    35,199

    83.67％

    Approved

    Kazuhiko Shuto

    11,851,487

    1,100,329

    1,296

    91.40％

    Approved

    Tetsuya Tsunekawa

    12,624,076

    327,740

    1,296

    97.35％

    Approved

    Shigeki Terada

    12,638,007

    313,809

    1,296

    97.46％

    Approved

    Yuichiro Kato

    12,638,561

    313,255

    1,296

    97.47％

    Approved

    Kunio Ito

    11,788,215

    1,164,887

    11

    90.91％

    Approved

    Susumu Kaminaga

    12,093,983

    859,122

    11

    93.27％

    Approved

    Yuko Harayama

    12,847,005

    106,101

    11

    99.07％

    Approved

    Akiko Innes-Taylor

    12,919,783

    33,324

    11

    99.64％

    Approved

    Proposition No. 3

    Mitsuharu Mano

    11,433,622

    1,518,272

    1,296

    88.17％

    Approved

    Masahiko Inoue

    12,938,598

    14,580

    11

    99.78％

    Approved

    Proposition No. 4

    12,048,206

    889,990

    14,924

    92.91％

    Approved

    Proposition No. 5

    12,088,072

    844,796

    20,269

    93.22％

    Approved

    Proposition No. 6

    12,683,891

    269,270

    14

    97.82％

    Approved

    Note: The approval requirements of propositions are as follows:

    1. Propositions No. 1, No. 4, No. 5 and No. 6 require that a majority of the votes cast by stockholders attending the Ordinary General Meeting of Stockholders be affirmative.

    2. Proposition No. 2 and No. 3 require 1) that the total number of voting rights owned by stockholders attending the Ordinary General Meeting of Stockholders equal or exceed one-third of the voting rights owned by the stockholders who can exercise their voting rights and

      2) that a majority of the votes cast by stockholders attending the Ordinary General Meeting of Stockholders be affirmative.

  4. Reason why some of the votes cast by stockholders attending the Ordinary General Meeting of Stockholders were not counted

Of the votes cast by stockholders attending the Meeting, those which had not been confirmed to be affirmative, negative or abstentions were not counted. This is because the resolutions were legally passed pursuant to the Companies Act by satisfying the approval requirements for each proposition when the sum of the affirmative votes cast prior to the day of the Meeting and the votes of stockholders attending the Meeting that had been confirmed to be affirmative exceeded the number of votes required for approval.