Fukuda Denshi has rewritten part of the agenda for its June 26 annual shareholder meeting after director candidate Kotaro Fukuda resigned on June 16. Proposal 1, which had asked investors to elect 11 directors, now seeks approval for 10. The company is still asking shareholders to raise the number of outside directors to five, so the outside-director increase remains intact despite the smaller overall board.
The change ripples through two other items. The outside-director pay proposal keeps the overall board compensation ceiling at ¥1 billion a year and still seeks to lift the outside-director sub-cap to ¥40 million, but the headcount references have been rewritten to reflect the smaller board. The performance-linked stock compensation proposal has also been adjusted, cutting the number of directors eligible for the plan to five from six if approved. Fukuda Denshi will remove Kotaro Fukuda's biography from the meeting reference materials, although his entry in the skill matrix will remain because that table reflects skills as of March 31.
| Proposal | Before | After |
|---|---|---|
| Proposal 1: election of directors | 11 directors, including 5 outside | 10 directors, including 5 outside |
| Proposal 2: outside director pay item | Current board 10, including 4 outside; 11 and 5 if Proposal 1 passes | Current board 9, including 4 outside; 10 and 5 if Proposal 1 passes |
| Proposal 3: performance-linked stock pay | 6 eligible directors if approved | 5 eligible directors if approved |
There is also a practical clean-up for shareholders. Fukuda Denshi said votes already submitted online or by mail on Proposal 1 will be treated as valid only for the remaining 10 nominees, and future votes on that item will be handled the same way. Shareholders not attending in person can still cast votes until 5:30 pm on June 25.
The amendment notice says only that the nominee resigned, it does not explain why.