UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 6-K/A

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2017

Commission File Number: 000-53445

 

 

KB Financial Group Inc.

(Translation of registrant’s name into English)

 

 

84, Namdaemoon-ro, Jung-gu, Seoul 04534, Korea

(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  ☒             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):  ☐

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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):  ☐

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

 

 


EXPLANATORY NOTE

This Report of Foreign Private Issuer on Form 6-K/A (this “Amended Report”) is furnished to amend the Report of Foreign Private Issuer furnished to the Securities and Exchange Commission on September 29, 2017 under the title “Convocation of Extraordinary General Meeting of Shareholders” (the “Original Report”). This Amended Report amends the Original Report to add three more agenda items for the extraordinary general meeting of shareholders to be convened on November 20, 2017: (i) the appointment of a non-standing director, (ii) the appointment of a non-executive director (proposed by the Labor Union of Kookmin Bank and others) and (iii) the amendment of the Articles of Incorporation (proposed by the Labor Union of Kookmin Bank and others). No other change to the Original Report is made by this Amended Report.

Based on our decision to appoint a non-standing director and to accept the shareholder proposals we have received, the entirety of the Original Report shall be amended and replaced as follows:

Convocation of Extraordinary General Meeting of Shareholders

On September 29, 2017, the board of directors of KB Financial Group Inc. (“KB Financial Group”) resolved to convene an extraordinary general meeting of shareholders as follows:

 

    Date and Time: November 20, 2017, 10:00 A.M. local time

 

    Venue: Fourth Floor Auditorium, Kookmin Bank, 26, Gukjegeumyung-ro 8-gil,

  Yeongdeungpo-gu, Seoul, Korea

 

    Agenda:

 

  1) Appointment of an executive director

 

  2) Appointment of a non-standing director

 

  3) Appointment of a non-executive director (proposed by the Labor Union of Kookmin Bank and others)

 

  4) Amendment of the Articles of Incorporation (proposed by the Labor Union of Kookmin Bank and others)

 

    Other Details for Consideration by Investors:

 

  - On September 21, 2017, the board of directors of KB Financial Group received a shareholders’ proposal from the Labor Union of Kookmin Bank, a chapter of the Korean Financial Industry Union, and others. After a review of applicable laws and discussions among members of the board of directors, the above items 3) and 4) were added as agenda items for the extraordinary general meeting of shareholders scheduled to be held on November 20, 2017.

 

  - In the below details of the nominee for non-standing director, the term of office of Mr. Yin Hur will expire on the date of the 11th annual general meeting of shareholders, which is expected to be held in March 2019.

 

  - Shareholders may exercise their voting rights without attending the meeting in person by submitting their voting cards by mail.


Nominee for Executive Director

 

Name

  

Date of Birth

  

Term of
Office

  

New
Appointment

  

Career (including current position)

Jong Kyoo Yoon

   October 1955    3 years    No   

•    Chairman & CEO, KB Financial Group (2014~Present)

 

•    President & CEO, Kookmin Bank (2014~Present)

 

•    Deputy President, Chief Financial Officer (2010~2013) and Chief Risk Officer (2010~2011), KB Financial Group

 

•    Senior Advisor, Kim & Chang (2005~2010)

 

•    Senior Executive Vice President and Head of Retail Banking Group, Kookmin Bank (2004)

 

•    Senior Executive Vice President, Chief Financial Officer and Chief Strategy Officer, Kookmin Bank (2002~2004)

 

•    Senior Partner, Samil Accounting Corporation

 

•    Ph.D. in Business Administration, Sungkyunkwan University

Nominee for Non-standing Director

 

Name

  

Date of Birth

  

Term of
Office

  

New
Appointment

  

Career (including current position)

Yin Hur

   December 1961    2 years    Yes   

•    Senior Executive Vice President, Sales Group, Kookmin Bank (2016~Present)

 

•    Senior Managing Director, Strategy & Finance Planning Group (2015)

 

•    Managing Director, Credit Analysis Division, Kookmin Bank (2013~2014)

 

•    General Manager, Samsung Town Corporate Banking Branch (2012~2013)

 

•    General Manager, Shinrim Nambu Branch, Kookmin Bank (2008~2011)

 

•    General Manager, Dongbu Corporate Banking Branch, Kookmin Bank (2005~2008)

 

•    M.A. in Law, Graduate School of Seoul National University


Nominee for Non-executive Director

 

Name

  

Date of Birth

  

Term of
Office

  

New
Appointment

  

Career (including current position)

  

Name of
Other Entities
of Which the
Nominee
Serves as a
Director

Seung Soo Ha

   December 1968    2 years    Yes   

•    Co-head, Solidarity for Proportional Democracy (Current)

 

•    Steering Committee Member, the Center for Freedom of Information and Transparent Society (Current)

 

•    Associate professor, Jeju National University Law School

 

•    Head, the Center for Freedom of Information and Transparent Society

 

•    Lawyer, Certified Public Accountant

 

•    B.A. in Business Administration, Seoul National University

   Director, Pressian Cooperative


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.

 

   

KB Financial Group Inc.

    (Registrant)
    Date: October 26, 2017     By:  

/s/ Jae Keun Lee

    (Signature)
    Name:   Jae Keun Lee
    Title:   Managing Director and Chief Financial Officer