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 November 2017
Commission File Number: 000-53445
KB Financial Group Inc.
(Translation of registrants 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 registrants home country), or under the rules of the home country exchange on which the registrants 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 registrants 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 October 31, 2017 under the title Notice regarding the Convocation of Extraordinary General Meeting of Shareholders (the Original Report) solely to correct a date appearing therein. This Amended Report amends the Original Report to change the expiration date of the term of office for Mr. Yin Hur, our nominee for non-standing director, from the date of the 11th annual general meeting of shareholders, which is expected to be held in March 2019, to the date of the 12th annual general meeting of shareholders, which is expected to be held in March 2020, under Agendum 2. Appointment of a non-standing director of Details of the Agenda for Extraordinary General Meeting of Shareholders of the Original Report. No other change to the Original Report is made by this Amended Report.
The entirety of the Original Report, as amended by this Amended Report, is set forth below.
Notice regarding the Convocation of Extraordinary General Meeting of Shareholders
Meeting Description
Date and Time: |
Monday, 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 |
- | Executive director candidate: Mr. Jong Kyoo Yoon |
2) | Appointment of a non-standing director |
- | Non-standing director candidate: Mr. Yin Hur |
3) | Appointment of a non-executive director (proposed by the Labor Union of Kookmin Bank and others)* |
- | Non-executive director candidate: Mr. Seung Soo Ha |
4) | Amendment of the Articles of Incorporation (proposed by the Labor Union of Kookmin Bank and others)* |
* | Shareholders proposal from the Labor Union of Kookmin Bank, a chapter of the Korean Financial Industry Union, and others |
Details of the Agenda for Extraordinary General Meeting of Shareholders
Agendum 1. Appointment of an executive director
Nominee for Executive Director
Name (Date of Birth) |
Main Position |
Career |
Nominating |
Business Transactions with KB Financial Group during the last 3 years |
Term of Office | |||||
Jong Kyoo Yoon (Re-appointment) (10/13/1955) |
Chairman & CEO, KB Financial Group
President & CEO, Kookmin Bank |
Chairman & CEO, KB Financial Group
President & CEO, Kookmin Bank
Deputy President, Chief Financial Officer and Chief Risk Officer, KB Financial Group
Senior Advisor, Kim & Chang
Senior Executive Vice President and Head of Retail Banking Group, Kookmin Bank
Senior Executive Vice President, Chief Financial Officer and Chief Strategy Officer, Kookmin Bank
Senior Partner, Samil Accounting Corporation |
Board of Directors (Extended Corporate Governance Committee) | None | 3 years |
Agendum 2. Appointment of a non-standing director
Nominee for Non-standing Director
Name (Date of Birth) |
Main Position |
Career |
Nominating Entity |
Business Transactions with KB Financial Group during the last 3 years |
Term of Office | |||||
Yin Hur (New appointment) (12/19/1961) |
Senior Executive Vice President, Sales Group, Kookmin Bank |
Senior Executive Vice President, Sales Group, Kookmin Bank
Senior Managing Director, Strategy & Finance Planning Group
Managing Director, Credit Analysis Division, Kookmin Bank
General Manager, Samsung Town Corporate Banking Branch, Kookmin Bank
General Manager, Shinrim Nambu Branch, Kookmin Bank
General Manager, Dongbu Corporate Banking Branch, Kookmin Bank |
Board of Directors |
None | 2 years and 4 months* |
* | The term of office of Mr. Yin Hur will expire on the date of 12th annual general meeting of shareholders, which is expected to be held in March 2020. |
Agendum 3. Appointment of a non-executive director (proposed by the Labor Union of Kookmin Bank and others)
Nominee for Non-executive Director
Name (Date of Birth) |
Main Position |
Career |
Nominating |
Business Transactions with KB Financial Group during the last 3 years |
Term of Office | |||||
Seung Soo Ha (New appointment) (12/13/1968) |
Lawyer |
Co-head, Solidarity for Proportional Democracy (Current)
Steering Committee Member, the Center for Freedom of Information and Transparent Society (Current)
Director, Pressian Cooperative (Current)
Associate professor, Jeju National University Law School
Head, the Center for Freedom of Information and Transparent Society
Lawyer, Certified Public Accountant |
Shareholders Proposal (by the Labor Union of Kookmin Bank and others) | None | 2 years |
Agendum 4. Amendment of the Articles of Incorporation (proposed by the Labor Union of Kookmin Bank and others)
The following table sets forth a summary of the proposed amendments to the Articles of Incorporation:
Current |
Proposed Amendment |
Reasons for Amendment | ||
Article 48 (Committees) | Article 48 (Committees) | Shareholders proposal (by the Labor Union of Kookmin Bank and others) | ||
(1) (Omitted) |
(1) (Omitted) |
|||
1. Risk Management Committee; |
1. Risk Management Committee; |
|||
2. Evaluation and Compensation Committee; |
2. Evaluation and Compensation Committee; |
|||
3. Non-executive Director Nominating Committee; |
3. Non-executive Director Nominating Committee; |
|||
4. Audit Committee Member Nominating Committee; |
4. Audit Committee Member Nominating Committee; |
|||
5. Corporate Governance Committee; and |
5. Corporate Governance Committee; and |
|||
6. Audit Committee |
6. Audit Committee |
|||
(2) (Omitted) |
(2) (Omitted) |
|||
(3) (Omitted) |
(3) (Omitted) |
|||
(4) (Newly added) |
(4) The chief executive officer shall not be a member of the committees set forth in paragraph (1) above and the chairperson of each committee set forth in Items 3 to 5 of paragraph (1) above shall be the non-executive director who is the chairman of the board of directors. |
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. |
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(Registrant) | ||||||||
Date: November 10, 2017 | By: /s/ Jae Keun Lee |
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(Signature) | ||||||||
Name: | Jae Keun Lee | |||||||
Title: | Managing Director and Chief Financial Officer |