TOYOTA MOTOR CORP/ Form 6-K Current Report Filed 2025-06-13

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 June, 2025

Commission File Number 001-14948

Toyota Motor Corporation

(Translation of Registrant’s Name Into English)

1, Toyota-cho, Toyota City,

Aichi Prefecture 471-8571,

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):

Material Contained in this Report:

I.	English translations of the Notice of Resolutions Adopted at the 121th Ordinary General Shareholders’ Meeting, as filed on June 13, 2025.

II.	English translation of an Extraordinary Report, as filed by the registrant with the Director of the Kanto Local Finance Bureau on June 13, 2025.

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.


Toyota Motor Corporation

By:	/s/ Yoshihide Moriyama
	Name:	Yoshihide Moriyama
	Title:	General Manager,
		Capital Strategy & Affiliated Companies Finance Division

Date: June 13, 2025


(Securities Code 7203)
		June 12, 2025
To All Shareholders:
		President Koji Sato
		TOYOTA MOTOR CORPORATION
		1, Toyota-cho, Toyota City, Aichi Prefecture

Notice of Resolutions Adopted at the 121th Ordinary General Shareholders’ Meeting

Dear Shareholder,

The reports made and resolutions adopted at the 121th Ordinary General Shareholders’ Meeting (the “General Shareholders’ Meeting”) today are as follows:

Reports:

Reports were made on the business review, consolidated and unconsolidated financial statements for FY2025 (April 1, 2024 through March 31, 2025), and report by the Accounting Auditor and the Audit & Supervisory Board on the audit results of the consolidated financial statements for FY2025.

Resolutions:


Proposed Resolution 1:		Partial Amendments to the Articles of Incorporation

		The proposal was approved and adopted as proposed. The changes to the Articles of Incorporation necessitated by the transition from a company with an Audit & Supervisory Board to a company with an Audit and Supervisory Committee, including establishing new provisions regarding the Audit and Supervisory Committee and its members, deleting provisions regarding the Audit & Supervisory Board and its members, as well as establishing new provisions regarding the delegation of important business execution decisions, were made.

Proposed Resolution 2:		Election of 6 Members of the Board of Directors (Excluding Directors who are Audit & Supervisory Committee Members)

		Approved as proposed. The following 6 persons were elected and have assumed their positions as Members of the Board of Directors (excluding Members of the Board of Directors who are Audit & Supervisory Committee Members):

		Akio Toyoda, Koji Sato, Hiroki Nakajima, Yoichi Miyazaki, Shigeaki Okamoto and Kumi Fujisawa.

Proposed Resolution 3:		Election of 4 Members of the Board of Directors who are Audit & Supervisory Committee Members

		Approved as proposed. The following 4 persons were elected as Audit & Supervisory Committee Members:

		Christopher P. Reynolds, George Olcott, Masahiko Oshima and Hiromi Osada.


Proposed Resolution 4:		Determination of Amount of Compensation for Members of the Board of Directors (Excluding Audit and Supervisory Committee Members)

		Approved and adopted as proposed. The maximum cash compensation for members of the Board of Directors (excluding members of the Board of Directors who are Audit and Supervisory Committee Members) was set at 3.0 billion yen per year (of which, the maximum amount payable to outside members of the Board of Directors is 0.3 billion yen per year).

Proposed Resolution 5:		Determination of Amount of Compensation for Members of the Board of Directors Serving as the Audit and Supervisory Committee Members.

		Approved and adopted as proposed. The maximum compensation for members of the Board of Directors who are Audit and Supervisory Committee Members was set at 0.36 billion yen per year.

Proposed Resolution 6:		Determination of the Amount and Content of Restricted Share Compensation for Members of the Board of Directors (Excluding Outside Members of the Board of Directors and Audit and Supervisory Committee Members)

		Approved and adopted as proposed. In accordance with the transition to a company with an Audit and Supervisory Committee, the maximum share compensation for members of the Board of Directors (excluding outside members of the Board of Directors and members of the Board of Directors who are Audit and Supervisory Committee Members. Hereinafter referred to as “Eligible Members of the Board of Directors”) was set at 4.0 billion yen per year (maximum of 4 million shares per year in total to Eligible Members of the Board of Directors) and the details of restricted share compensation for the Eligible Members of the Board of the Directors were determined.

At the Board of Directors meeting held today after the conclusion of the General Shareholders’ Meeting, 4 persons were elected as Members of the Board of Directors with special titles and assumed their respective positions.

Chairman of the Board of Directors Akio Toyoda, President Koji Sato, and Executive Vice Presidents Hiroki Nakajima and Yoichi Miyazaki were elected and assumed their positions as Representative Directors.


Chairman of the Board of Directors	Akio Toyoda	Member of the Board of Directors (Audit and Supervisory Committee Members)	Christopher P. Reynolds

President, Member of the Board of Directors	Koji Sato	Member of the Board of Directors (Audit and Supervisory Committee Members)	George Olcott

Executive Vice President, Member of the Board of Directors	Hiroki Nakajima	Member of the Board of Directors (Audit and Supervisory Committee Members)	Masahiko Oshima

Executive Vice President, Member of the Board of Directors	Yoichi Miyazaki	Member of the Board of Directors (Audit and Supervisory Committee Members(full-time))	Hiromi Osada

Member of the Board of Directors	Shigeaki Okamoto

Member of the Board of Directors	Kumi Fujisawa


[Operating Officers]

President Chief Executive Officer	Koji Sato

Executive Vice President Chief Technology Officer	Hiroki Nakajima	Chief Executive Officer, China Region	Tatsuro Ueda

Executive Vice President Chief Financial Officer Chief Competitive Officer	Yoichi Miyazaki	Chief Branding Officer	Simon Humphries

Chief Officer Production Group	Takahiro Imura	Woven by Toyota, Inc. Mobility 3.0 Office	Kenta Kon

Chief Executive Officer, North America Region	Tetsuo Ogawa	Chief Production Officer	Kazuaki Shingo
[Fellow]
Executive Fellow Oyaji	Mitsuru Kawai	Executive Fellow Banto	Koji Kobayashi

Chief Scientist and Executive Fellow for Research	Gill A. Pratt	Executive Fellow	Shigeki Tomoyama

Senior Fellow	Masashi Asakura

This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. TMC assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

(Reference Translation)

Cover Page


Document Name:		Extraordinary Report

Filed with:		The Director General of the Kanto Local Finance Bureau

Filing Date:		June 13, 2025

Corporate Name:		Toyota Motor Corporation

Name and Title of Representative:		Koji Sato, President

Location of Head Office:		1 Toyota-cho, Toyota City, Aichi Prefecture

Telephone Number:		(0565) 28-2121

Name of Contact Person:		Yoshihide Moriyama, General Manager, Capital Strategy & Affiliated Companies Finance Div.

Nearest Contact Location:		4-18, Koraku 1-chome, Bunkyo-ku, Tokyo

Telephone Number:		(03) 3817-7111

Name of Contact Person:		Aki Irie, General Manager, Public Affairs Div.

Places of Public Inspection of the Extraordinary Report:		Tokyo Stock Exchange, Inc. (2-1, Nihonbashi Kabuto-cho, Chuo-ku, Tokyo) Nagoya Stock Exchange, Inc. (8-20, Sakae 3-chome, Naka-ku, Nagoya)

1.	Reason for Filing

Toyota Motor Corporation (“TMC”) is filing this Extraordinary Report pursuant to Article 24-5, Paragraph 4 of the Financial Instruments and Exchange Act and Article 19, Paragraph 2, Item 9-2 of the Cabinet Office Ordinance relating to the Disclosure of Corporate Affairs, etc. to report the approval of resolutions at the 121th Ordinary General Shareholders’ Meeting (the “General Shareholders’ Meeting”) of TMC.

2.	Description of Report

(1)

Date on which the General Shareholders’ Meeting was held:

June 12, 2025

(2)

Details of the proposed resolutions voted on at the General Shareholders’ Meeting:


Proposed Resolution 1:		Partial Amendments to the Articles of Incorporation

		It was proposed that the changes to the Articles of Incorporation necessitated by the transition from a company with an Audit & Supervisory Board to a company with an Audit and Supervisory Committee, including establishing new provisions regarding the Audit and Supervisory Committee and its members, deleting provisions regarding the Audit & Supervisory Board and its members, as well as establishing new provisions regarding the delegation of important business execution decisions, be made.

Proposed Resolution 2:		Election of 6 Members of the Board of Directors (Excluding Directors who are Audit & Supervisory Committee Members)

		It was proposed that the following 6 persons be elected as Members of the Board of Directors (excluding Members of the Board of Directors who are Audit & Supervisory Committee Members):

		Akio Toyoda, Koji Sato, Hiroki Nakajima, Yoichi Miyazaki, Shigeaki Okamoto and Kumi Fujisawa.

Proposed Resolution 3:		Election of 4 Members of the Board of Directors who are Audit & Supervisory Committee Members

		It was proposed that the following 4 persons be elected as Audit & Supervisory Committee Members:

		Christopher P. Reynolds, George Olcott, Masahiko Oshima and Hiromi Osada.

Proposed Resolution 4:		Determination of Amount of Compensation for Members of the Board of Directors (Excluding Audit and Supervisory Committee Members)


		It was proposed that the maximum cash compensation for members of the Board of Directors (excluding members of the Board of Directors who are Audit and Supervisory Committee Members) be set at 3.0 billion yen per year (of which, the maximum amount payable to outside members of the Board of Directors is 0.3 billion yen per year).

Proposed Resolution 5:		Determination of Amount of Compensation for Members of the Board of Directors Serving as the Audit and Supervisory Committee Members.

		It was proposed that the maximum compensation for members of the Board of Directors who are Audit and Supervisory Committee Members be set at 0.36 billion yen per year.

Proposed Resolution 6:		Determination of the Amount and Content of Restricted Share Compensation for Members of the Board of Directors (Excluding Outside Members of the Board of Directors and Audit and Supervisory Committee Members)

		It was proposed that, in accordance with the transition to a company with an Audit and Supervisory Committee, the maximum share compensation for members of the Board of Directors (excluding outside members of the Board of Directors and members of the Board of Directors who are Audit and Supervisory Committee Members. Hereinafter referred to as “Eligible Members of the Board of Directors”) be set at 4.0 billion yen per year (maximum of 4 million shares per year in total to Eligible Members of the Board of Directors) and the details of restricted share compensation for the Eligible Members of the Board of the Directors be determined.

(3)

Number of “affirmative votes,” “negative votes” or “abstentions” in respect of the resolutions described above, requirements for the approval of such resolutions and results of voting:


Resolutions	Number of affirmative votes	Number of negative votes	Number of abstentions	Number of voting rights held by shareholders present at the meeting	Results of voting
Resolutions	Number of affirmative votes	Number of negative votes	Number of abstentions		Ratio of affirmative votes (%)	Approved/ Disapproved
Proposed Resolution 1	109,940,143	91,295	176	111,269,657	98.80	Approved
Proposed Resolution 2
Akio Toyoda	107,621,689	2,376,609	32,597	111,270,016	96.72	Approved
Koji Sato	109,016,870	981,414	32,597	111,270,002	97.97	Approved
Hiroki Nakajima	109,412,539	617,901	176	111,269,737	98.33	Approved
Yoichi Miyazaki	108,754,660	1,275,869	176	111,269,826	97.73	Approved
Shigeaki Okamoto	109,570,585	459,676	176	111,269,558	98.47	Approved
Kumi Fujisawa	109,608,893	421,437	176	111,269,627	98.50	Approved
Proposed Resolution 3
Christopher P. Reynolds	107,643,287	2,387,036	423	111,269,762	96.74	Approved
George Olcott	101,079,751	8,950,506	176	111,269,449	90.84	Approved
Masahiko Oshima	108,986,062	1,043,255	176	111,268,509	97.94	Approved
Hiromi Osada	109,546,540	483,683	176	111,269,415	98.45	Approved
Proposed Resolution 4	109,659,338	301,004	70,455	111,269,562	98.55	Approved
Proposed Resolution 5	109,660,183	300,246	70,702	111,269,699	98.55	Approved
Proposed Resolution 6	108,410,908	1,489,151	131,070	111,269,355	97.43	Approved


Note:	1.	“Number of affirmative votes,” “Number of negative votes” and “Number of abstentions” include the aggregate affirmative votes, negative votes and abstentions, respectively, exercised in writing or by means of electronic transmission as well as affirmative votes and negative votes, respectively, exercised by shareholders present at the General Shareholders’ Meeting.
	2.	“Number of voting rights held by shareholders present at the meeting” is the aggregate number of voting rights exercised in writing or by means of electronic transmission and the number of voting rights held by all shareholders present at the General Shareholders’ Meeting.
	3.	The requirements for approval of each resolution are as follows: For Proposed Resolutions 1, not less than two-thirds (2/3) of the votes of the shareholders present at the General Shareholders’ Meeting who hold shares representing in aggregate not less than one-third (1/3) of the voting rights of all shareholders who are entitled to vote. For Proposed Resolutions 2, 3, a majority vote of the shareholders present at the General Shareholders’ Meeting who hold shares representing in aggregate not less than one-third (1/3) of the voting rights of all shareholders who are entitled to vote. For Proposed Resolutions 4, 5, and 6, a majority vote of the shareholders present at the General Shareholders’ Meeting who hold shares representing in aggregate. In addition, each number of voting rights held by shareholders present at the meeting includes the number of voting rights exercised in writing or by means of electronic transmission.

(4)

Reasons for not including certain voting rights held by shareholders present at the meeting in the number of affirmative votes, negative votes or abstentions:

The number of voting rights exercised prior to the General Shareholders’ Meeting, together with the number of voting rights which were confirmed by TMC as being cast as affirmative votes or negative votes with respect to each of the proposed resolutions by certain shareholders present at the General Shareholders’ Meeting, were sufficient to meet the requirements to approve or disapprove all of the proposed resolutions. Accordingly, voting rights which were held by shareholders present at the General Shareholders’ Meeting but with respect to which it could not be determined whether affirmative votes or negative votes were cast with respect to each proposed resolution were not counted towards the number of affirmative votes, negative votes or abstentions.