6-K 1 d6k.txt FORM 6-K FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2003 Commission File Number 1-8320 ------ Hitachi, Ltd. ------------- (Translation of registrant's name into English) 6, Kanda-Surugadai 4-chome, Chiyoda-ku, Tokyo 101-8010, Japan ------------------------------------------------------------- (Address of principal executive offices) 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 by furnishing the information contained in this Form, the registrant 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-_________ This report on Form 6-K contains the following: 1. Translation of the Report on the Matter Reported and Resolutions Adopted at the 134th Ordinary General Meeting of Shareholders. 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. Hitachi, Ltd. ------------------------------ (Registrant) Date August 18, 2003 By /s/ Takashi Hatchoji --------------- -------------------------------------- Takashi Hatchoji Vice President and Executive Officer (Translation) Hitachi, Ltd. 6, Kanda-Surugadai 4-chome Chiyoda-ku, Tokyo June 25, 2003 To Shareholders Report on the Matter Reported and Resolutions Adopted at the 134th Ordinary General Meeting of Shareholders Dear Sir/Madam: We take pleasure in informing you that the following items were reported and resolved, respectively, at our 134th Ordinary General Meeting of Shareholders held today. Reporting Matter Report on the Business Report and the Statement of Income for the 134th Business Term (from April 1, 2002 to March 31, 2003) and the Balance Sheet as of March 31, 2003 The above financial statements were reported. Matters to be resolved Item No. 1 Approval of the Plan for Appropriation of Retained Earnings for the 134th Business Term (from April 1, 2002 to March 31, 2003) The plan was approved as proposed, and it was decided to pay a dividend of 3.0 yen per share. Item No. 2 Authorization of the acquisition of its own shares It was approved as proposed that in order to enable management to implement its capital policy with agility, the Company may acquire shares of common stock of the Company, not exceeding 300,000,000 shares, for the aggregate acquisition prices not exceeding JPY150,000 million during the period from the close of this Ordinary General Meeting of Shareholders to the close of the next Ordinary General Meeting of Shareholders, pursuant to the provisions of Article 210 of the Commercial Code of Japan. Item No. 3 Amendment to the Articles of Incorporation It was approved as proposed to amend provisions of the Articles of Incorporation as follows: The provision to apply statutory provisions concerning a company which adopts the Committee System was instituted in the Articles of Incorporation. In accordance with such adoption of the Committee System, only the Chairman of the Board shall be a Director with specific title and the title of President was redefined as a title attached to an Executive Officer. The number of Directors was reduced from not more than 40 to not more than 20. The provisions concerning Corporate Auditors and Board of Corporate Auditors that became inapplicable were deleted, while the provisions concerning the committees and Executive Officers were instituted. In addition to the existing provisions concerning Directors and Corporate Auditors, the provisions to exempt Executive Officers, by the resolution of the Board of Directors, from liabilities to the Company to the extent as provided for in laws or regulations were rearranged. The provision was amended to introduce a system of further purchase of less-than-one-unit shares. The provision was amended for the flexibility in fixing the place of the General Meeting of Shareholders. Item No. 4 Election of 13 Directors due to expiration of the term of office of all Directors These following persons were appointed as proposed and assumed their offices forthwith. Tsutomu Kanai Etsuhiko Shoyama Yoshiki Yagi Yoshiro Kuwata Shigemichi Matsuka Kotaro Muneoka Ginko Sato Hiromichi Seya Akira Chihaya Toshiro Nishimura Hiroshi Kuwahara Takashi Kawamura Masayoshi Hanabusa Ms. Ginko Sato, Mr. Hiromichi Seya, Mr. Akira Chihaya and Mr. Toshiro Nishimura are outside directors who fulfill the qualification requirements as provided for in Article 188.2.7-2 of the Commercial Code of Japan. Item No. 5 Issuance of stock acquisition rights for the purpose of granting stock options It was approved as proposed to issue the stock acquisition rights, not exceeding the total of 1,500,000 shares to be issued, without any consideration for the purpose of granting stock options to Directors, Executive Officers and employees of the Company. Item No. 6 Grant of retirement allowances to the retiring Directors and Corporate Auditors It was approved as proposed to grant retirement allowances to the retiring Directors, Messrs. Yuushi Samuro, Kazuo Kumagai, Katsukuni Hisano, Kazuo Sato, Takao Matsui, Masaaki Hayashi, Isao Ono and Masaharu Sumikawa, and the retiring Corporate Auditors, Messrs. Shigemichi Matsuka, Tadashi Ishibashi, Kotaro Muneoka, Makoto Murata and Michio Mizoguchi, appropriately in accordance with the office regulations and the customs of the Company. The determination of the actual amount, time and method of payment was entrusted to the Compensation Committee. Very truly yours, Etsuhiko Shoyama President and Chief Executive Officer NOTICE After the close of the General Meeting of Shareholders, the Company shifted to a company which adopts the Committee System. At the meeting of the Board of Directors, Chairman of the Board was selected and the members of the Nominating Committee, the Audit Committee and the Compensation Committee were appointed as follows. As regards Executive Officers, the following persons were appointed and assumed their offices forthwith. We hope we will continue to receive your support. Board of Directors Chairman of the Board Tsutomu Kanai Director *Etsuhiko Shoyama *Yoshiki Yagi *Yoshiro Kuwata Shigemichi Matsuka Kotaro Muneoka Ginko Sato Hiromichi Seya Akira Chihaya Toshiro Nishimura Hiroshi Kuwahara Takashi Kawamura Masayoshi Hanabusa The Directors marked with * are Executive Officers. Members of each committee are as follows. Nominating Committee: Tsutomu Kanai (Chairman), Etsuhiko Shoyama, Ginko Sato, Hiromichi Seya, Toshiro Nishimura Audit Committee: Shigemichi Matsuka (Chairman), Kotaro Muneoka, Ginko Sato, Hiromichi Seya, Toshiro Nishimura Compensation Committee: Tsutomu Kanai (Chairman), Etsuhiko Shoyama, Hiromichi Seya, Akira Chihaya, Toshiro Nishimura

Executive Officers Representative Executive Officer Etsuhiko Shoyama President and Chief Executive Officer Representative Executive Officer Yoshiki Yagi In charge of finance and corporate auditing. Executive Vice President and Executive Officer Representative Executive Officer Yoshiro Kuwata In charge of business development and global Executive Vice President and Executive Officer business. Representative Executive Officer Kazuo Kumagai In charge of legal matters, corporate Executive Vice President and Executive Officer communications and sales operations. Representative Executive Officer Katsukuni Hisano In charge of automotive systems business. Executive Vice President and Executive Officer Senior Vice President and Executive Officer Takao Matsui In charge of corporate marketing and sales operations. Senior Vice President and Executive Officer Isao Ono In charge of information & telecommunication systems business. Senior Vice President and Executive Officer Masaharu Sumikawa In charge of power & industrial systems business and production engineering. Senior Vice President and Executive Officer Michiharu Nakamura In charge of research & development and new businesses. Senior Vice President and Executive Officer Hiromi Kuwahara In charge of corporate strategy and human resources. Vice President and Executive Officer Minoru Tsukada In charge of sales operations (Kansai area). Vice President and Executive Officer Yoshito Tsunoda In charge of urban planning and development systems business.

Vice President and Executive Officer Hiroaki Nakanishi In charge of global business. Vice President and Executive Officer Tadahiko Ishigaki In charge of corporate marketing. Vice President and Executive Officer Shozo Saito In charge of power systems business. Vice President and Executive Officer Manabu Shinomoto In charge of platform and network systems business. Vice President and Executive Officer Takuya Tajima In charge of social and industrial infrastructure systems business. Vice President and Executive Officer Takashi Hatchoji In charge of legal matters, corporate communications and corporate auditing. Vice President and Executive Officer Kazuo Furukawa In charge of information & telecommunication systems business. Executive Officer Makoto Ebata In charge of group management. Executive Officer Yasuo Sakuta In charge of intellectual property. Executive Officer Takao Suzuki In charge of sales operations (Chugoku area). Executive Officer Koichiro Nishikawa In charge of business development. Executive Officer Tsugio Momose In charge of digital media business. Executive Officer Kazuhiro Mori In charge of sales operations (Chubu area). Executive Officer Iwao Hara In charge of human resources. Executive Officer Takashi Miyoshi In charge of finance. Executive Officer Taiji Hasegawa In charge of automotive systems business. Executive Officer Masahiro Hayashi In charge of system solutions business.