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 May 2013

Commission File Number 001-33098

Mizuho Financial Group, Inc.

(Translation of registrant’s name into English)

5-1, Marunouchi 2-chome

Chiyoda-ku, Tokyo 100-8333

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):  ¨

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  ¨    No  x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):82-                    .

 

 

 

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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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May 31, 2013

 

To whom it may concern:
		Company Name:		Mizuho Financial Group, Inc.
		Representative:		Yasuhiro Sato
				President & CEO
		Head Office:		2-5-1 Marunouchi
				Chiyoda-ku, Tokyo
		(Code Number: 8411 TSE • OSE 1st Sec.)
		Company Name:		Mizuho Bank, Ltd.
		Representative:		Takashi Tsukamoto
				President & CEO
		Head Office:		1-1-5 Uchisaiwaicho
				Chiyoda-ku, Tokyo
		Company Name:		Mizuho Corporate Bank, Ltd.
		Representative:		Yasuhiro Sato
				President & CEO
		Head Office:		1-3-3 Marunouchi
				Chiyoda-ku, Tokyo

Partial Change in Composition of Directors, Corporate Auditors and Executive Officers

after Merger between Mizuho Bank, Ltd. and Mizuho Corporate Bank, Ltd.

Mizuho Financial Group, Inc. (President & CEO: Yasuhiro Sato) (“MHFG”), Mizuho Bank, Ltd. (President & CEO: Takashi Tsukamoto) (“MHBK”) and Mizuho Corporate Bank, Ltd. (President & CEO: Yasuhiro Sato) (“MHCB”) announced on February 26, 2013, in the release titled “Signing of Merger Agreement between Mizuho Bank, Ltd. and Mizuho Corporate Bank, Ltd., Change in Trade Name of Mizuho Corporate Bank, Ltd. and Determination of Representative Director after Merger”, that MHBK and MHCB determined that they will conduct a merger (the “Merger”), with effect on July 1, 2013 (the “Scheduled Date of the Merger”) whereby MHCB will be the surviving company in the absorption-type merger, and that MHBK and MHCB have signed a merger agreement. In addition, MHFG, MHBK and MHCB announced, in the release, that they have determined to change MHCB’s trade name to Mizuho Bank, Ltd. on the Scheduled Date of the Merger, on the condition that the Merger takes effect, and determined the composition of directors, corporate auditors and executive officers, including additional representative directors of MHCB, as of the Scheduled Date of the Merger, on the assumption that the resolution of MHCB’s general shareholders meeting and the resolution of MHCB’s board of directors will have been made and that filings will have been made to, and the permissions will have been obtained from, the relevant authorities in Japan and any foreign countries.

Today, MHFG, MHBK and MHCB hereby announce that they have determined to change, as stated in the Exhibit, a part of the composition of directors, corporate auditors and executive officers of MHCB (MHCB’s trade name will be changed to Mizuho Bank, Ltd. on the Scheduled Date of the Merger; hereinafter referred to as “New Mizuho Bank”) as of the Scheduled Date of the Merger which was announced in the release mentioned above, on the assumption that the Merger takes effect and the resolution of MHCB’s general shareholders meeting will have been made, among other things. There is no change in the representative directors and the directors of New Mizuho Bank as of the Scheduled Date of the Merger which were announced in the release titled “Determination of Representative Director, etc. of Mizuho Corporate Bank, Ltd. after Merger with Mizuho Bank, Ltd.” on February 8, 2013 as well as in the release mentioned above.

 

Contact Information Regarding This Matter Mizuho Financial Group, Inc. Corporate Communications, Public Relations Office Tel: 03-5224-2026

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Exhibit

Directors, Corporate Auditors and Executive Officers of Mizuho Bank, Ltd.

(Effective as of July 1, 2013)

 

Title		Name		Areas of Responsibilities
Chairman		Mr. Takashi Tsukamoto
President & CEO (Representative Director)		Mr. Yasuhiro Sato
Deputy President and Deputy President-Executive Officer (Representative Director)		Mr. Masaaki Kono		Deputy President (Western Japan (Kinki, Chugoku, and Shikoku regions))
Deputy President and Deputy President-Executive Officer (Representative Director)		Mr. Toshitsugu Okabe		Deputy President (Personal Banking Unit and Retail Banking Unit) and Head of Internal Audit Group
Deputy President and Deputy President-Executive Officer (Representative Director)		Mr. Yasuhiko Imaizumi		Deputy President (Corporate Banking Unit (Large Corporations), Corporate Banking Unit and Financial Institutions & Public Sector Business Unit)
Deputy President and Deputy President-Executive Officer (Representative Director)		Mr. Nobuhide Hayashi		Deputy President (International Banking Unit)
Deputy President and Deputy President-Executive Officer (Representative Director)		Mr. Hirohisa Kashiwazaki		Head of Branch Banking Group
Managing Director and Managing Executive Officer		Mr. Yasumasa Nishi		Head of Markets Unit
Corporate Auditor (full-time)		Mr. Osamu Harada
Corporate Auditor (full-time)		Mr. Yuta Chiba
Corporate Auditor		Mr. Toshinari Iyoda
Corporate Auditor		Mr. Masami Ishizaka
Corporate Auditor		Mr. Isao Imai
Corporate Auditor		Mr. Toshiaki Hasegawa
Deputy President-Executive Officer		Mr. Hideyuki Takahashi		Head of Financial Control & Accounting Group
Deputy President-Executive Officer		Mr. Daisaku Abe		Head of IT & Systems Group and Head of Operations Group
Deputy President-Executive Officer		Mr. Yasunori Tsujita		Head of Human Resources Group

 

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Title		Name		Areas of Responsibilities
Managing Executive Officer		Mr. Shinya Wako		Head of the Americas
Managing Executive Officer		Mr. Junichi Kato		Joint Head of Markets Unit
Managing Executive Officer		Mr. Harusato Nihei		Corporate Banking Branch Banking Group
Managing Executive Officer		Mr. Atsushi Narikawa		Head of Europe, Middle East and Africa
Managing Executive Officer		Mr. Shiro Tomiyasu		Head of Credit Group
Managing Executive Officer		Mr. Kosuke Nakamura		Corporate Banking Branch Banking Group
Managing Executive Officer		Mr. Hiroshi Suehiro		Head of Asia & Oceania excl. East Asia
Managing Executive Officer		Mr. Tadashi Kanki		Head of Strategic Planning Group
Managing Executive Officer		Mr. Masayuki Yonetani		Head of Corporate Banking Unit
Managing Executive Officer		Mr. Nobuyuki Fujii		Head of Corporate Banking Unit (Large Corporations)
Managing Executive Officer		Mr. Masayuki Hoshi		Head of Financial Institutions & Public Sector Business Unit and Head of Transaction Banking Unit
Managing Executive Officer		Mr. Tetsuhiko Saito		Head of Personal Banking Unit
Managing Executive Officer		Mr. Takeshi Watanabe		Joint Head of Credit Group
Managing Executive Officer		Mr. Masakane Koike		Head of Risk Management Group and Head of Compliance Group
Managing Executive Officer		Mr. Akira Sugano		Head of International Banking Unit and Head of Asset Management Unit
Managing Executive Officer		Mr. Shusaku Tsuhara		Corporate Banking Branch Banking Group
Managing Executive Officer		Mr. Akihiro Hashimoto		Corporate Banking Branch Banking Group
Managing Executive Officer		Mr. Kiyoshi Miyake		Head of East Asia
Managing Executive Officer		Mr. Tomoshige Jingu		Corporate Banking Branch Banking Group
Managing Executive Officer		Mr. Satoshi Miyazaki		Corporate Banking Branch Banking Group
Managing Executive Officer		Mr. Keiichiro Ogushi		Corporate Banking Branch Banking Group
Managing Executive Officer		Mr. Seiichi Kondo		Corporate Banking Branch Banking Group
Managing Executive Officer		Mr. Tatsufumi Sakai		Head of Investment Banking Unit and in charge of Business Collaboration Division (Securities & Trust Services)

 

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Title		Name		Areas of Responsibilities
Managing Executive Officer		Mr. Tetsuo Iimori		Head of Retail Banking Unit
Managing Executive Officer		Mr. Daisuke Yamada		Corporate Banking Branch Banking Group
Managing Executive Officer		Mr. Takeru Watanabe		Corporate Banking Branch Banking Group
Managing Executive Officer		Mr. Haruki Nakamura		Joint Head of IT & Systems Group and General Manager of IT & Systems Planning Division
Executive Officer		Mr. Hokuto Nakano		General Manager of Forex Division
Executive Officer		Mr. Tsutomu Nomura		General Manager of Credit Coordination Division
Executive Officer		Mr. Yukihisa Matsumoto		Corporate Banking Branch Banking Group
Executive Officer		Mr. Kazunori Hashimoto		General Manager of Tokyo Main Office and Tokyo Main Office Division No. 1
Executive Officer		Mr. Kentaro Akashi		General Manager of Hong Kong Corporate Banking Division No.1 and No. 2
Executive Officer		Mr. Amane Oshima		General Manager of International Treasury Division
Executive Officer		Mr. Andrew Dewing		General Manager of Americas Corporate Banking Division No. 2 and General Manager for International Banking Unit, Mizuho Bank (USA)
Executive Officer		Mr. Ryoichi Amino		General Manager for International Banking Unit, President of Mizuho Corporate Bank (China), Ltd.
Executive Officer		Mr. Kazuhiro Kawai		General Manager of Corporate Credit Division No. 1
Executive Officer		Mr. Mitsuo Ootani		General Manager of Compliance Division
Executive Officer		Mr. Hideaki Kuraishi		General Manager of Europe Structured Finance Division
Executive Officer		Mr. Takashi Saito		General Manager of Derivative Products Division
Executive Officer		Mr. Katsuyuki Mizuma		General Manager of Asia & Oceania Division
Executive Officer		Mr. Ryusuke Aya		General Manager of Risk Management Division
Executive Officer		Mr. Masahiro Miwa		General Manager of Corporate Banking Division No. 9
Executive Officer		Mr. Yuusei Matsubara		General Manager of Financial Institutions & Public Sector Business Coordination Division
Executive Officer		Mr. Junichi Shinbo		General Manager of Portfolio Management Division

 

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Title		Name		Areas of Responsibilities
Executive Officer		Mr. Makoto Saito		General Manager of Branch Banking Division
Executive Officer		Mr. Yasuhisa Fujiki		General Manager of International Coordination Division
Executive Officer		Mr. Hikaru Shimomura		General Manager of Corporate Banking Division No. 2
Executive Officer		Mr. Takahisa Shirota		General Manager of Kyobashi Branch Division No. 2
Executive Officer		Mr. Ryousuke Joukou		General Manager of Executive Secretariat
Executive Officer		Mr. Akihiro Nakanishi		General Manager of Corporate Banking Division No. 8
Executive Officer		Mr. Kazuya Kobayashi		General Manager of Corporate Banking Division No. 13
Executive Officer		Mr. Souichi Hosoi		General Manager of Financial Planning Division
Executive Officer		Mr. Noritaka Takahashi		General Manager of Bangkok Branch
Executive Officer		Mr. Kouji Arita		General Manager of Operations Planning Division
Executive Officer		Mr. Takeshi Aono		General Manager of ALM Division
Executive Officer		Mr. Hiroshi Toyoda		General Manager of Corporate Banking Division No. 6
Executive Officer		Mr. Makoto Kimura		General Manager of Ginza Branch Division No. 2
Executive Officer		Mr. Akira Nakamura		General Manager of Corporate Banking Coordination Division (Large Corporations)
Executive Officer		Mr. Kouji Yonei		General Manager of IT & Systems Promotion Division
Executive Officer		Mr. Atsushi Sugao		General Manager of Corporate Banking Coordination Division
Executive Officer		Mr. Teiji Teramoto		General Manager of Investment Banking Coordination Division
Executive Officer		Mr. Yasuhiko Morikawa		General Manager of Financial Institutions Banking Division No. 1
Executive Officer		Mr. Kenji Tsujitsugu		General Manager of Fukuoka Corporate Banking Division
Executive Officer		Mr. Tsuyoshi Katayama		General Manager of Main Office Municipal Division No. 1
Executive Officer		Mr. Naonobu Sumida		General Manager of Securities Division

 

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1.

The information underlined indicates the changes from the content of the announcement on February 26, 2013. In addition, Mr. Toyonori Takashima, who was included in the announcement on February 26, 2013 as the Executive Officer of New Mizuho Bank after the Merger, will retire from his current position as the Executive Officer of MHBK as of June 30, 2013, and will not assume the office of Executive Officer of New Mizuho Bank after the Merger. Therefore, he is not included in the composition of directors, corporate auditors and executive officers indicated above.

 

2.

The composition of directors, corporate auditors and executive officers indicated above is based on the assumption that the Merger will take effect, that a resolution of the general shareholders meeting and a resolution of the board of directors of MHCB (after the Merger, New Mizuho Bank) will have been made, and that filings will have been made to, and the permissions will have been obtained from, the relevant authorities in Japan and any foreign countries.

 

3.	Messrs. Isao Imai and Toshiaki Hasegawa are “outside corporate auditors” as provided for in Article 2, Item 16 of the Company Law. Mr. Masami Ishizaka is a candidate for “outside corporate auditor” as provided for in Article 2, Paragraph 3, Item 8 of the Enforcement Regulations of the Company Law.

 

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