SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the month of July 2018

Commission File Number: 001-06439

SONY CORPORATION

(Translation of registrant's name into English)

1-7-1 KONAN, MINATO-KU, TOKYO, 108-0075, JAPAN

(Address of principal executive offices)

The registrant files annual reports under cover of Form 20-F.

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 whether the registrant by furnishing the information contained in this Form 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-______

 

SIGNATURE

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.

 

	SONY CORPORATION
	(Registrant)
	By:  /s/  Hiroki Totoki
	(Signature)
	Hiroki Totoki
	Senior Executive Vice President and
	Chief Financial Officer

 

Date: July 2, 2018

List of materials

Documents attached hereto:

 

i) Press release: Issuance of New Shares as Restricted Stock Compensation

 

 

July 2, 2018

Sony Corporation

 

 

 

 

Sony Corporation (the “Corporation”) today announces that, pursuant to the delegation of authority approved by resolutions of the Board of Directors of the Corporation, the Representative Corporate Executive Officer of the Corporation decided to issue new shares (the “Issuance of New Shares”) as restricted stock compensation, as follows:

 

 

 

 

(Note 1)

The issue price is the amount of monetary compensation receivables granted by the Corporation to the grantee and then immediately contributed back to the Corporation by the grantee in exchange for the Issuance of New Shares as required under the Companies Act. The estimated issue price is calculated based on the closing price of the shares of common stock of the Corporation in the regular trading thereof on the Tokyo Stock Exchange, Inc. (the “Closing Price”) on June 29, 2018 (5,664 yen).  The actual issue price shall be the higher of (i) the average of the Closing Prices for the thirty (30) consecutive trading days commencing on the forty-fifth (45th) trading day immediately before the day immediately after the payment date of the shares (from May 25, 2018 to July 5, 2018) (excluding days on which there is no Closing Price, and any fraction of less than one (1) yen arising as a result of such calculation shall be rounded up to the nearest one (1) yen) and (ii) 5,664 yen, which is the Closing Price on June 29, 2018 (the business day immediately before the date on which the Representative Corporate Executive Officer of the Corporation made the decision on the Issuance of New Shares), and will be determined on July 5, 2018.

 

(Note 2)

The total issue price of shares to be issued is the total amount of monetary compensation receivables granted by the Corporation to the grantees and then immediately contributed back to the Corporation by the grantees in exchange for the Issuance of New Shares as required under the Companies Act. The estimated total issue price of shares to be issued is calculated based on the Closing Price on June 29, 2018 (5,664 yen).  The actual total issue price of shares to be issued will be determined on July 5, 2018, in accordance with the method described in (Note 1) above.

 

 

 

At the meeting of the Compensation Committee held on April 27, 2017, the Corporation passed a resolution to adopt a policy to introduce a stock compensation plan under which shares of common stock subject to transfer restrictions (the “Shares of Restricted Stock”) would be allotted to the Corporation’s Corporate Executive Officers and other executives as compensation for the purposes of (i) further promoting shared values between the shareholders and the executives and (ii) giving an incentive to such executives to continuously enhance the mid- to long-term business performance of the Corporation and its corporate value.  Furthermore, at the meeting of the Compensation Committee held on February 1, 2018, based on the policy, it was decided that the Corporation would grant Shares of Restricted Stock to the non-executive directors of the Corporation (the “Non-Executive Directors”) under such stock compensation plan for the purpose of developing and maintaining a sound and transparent management system through further promoting shared values between the shareholders and the Non-Executive Directors (together with the plan to grant to the Corporate Executive Officers and other executives of the Corporation, the “Compensation Plan”).

 

At the meeting of the Compensation Committee held on June 29, 2018, based on the objectives of the Compensation Plan, it was decided that the Corporation would grant Shares of Restricted Stock to all of the Corporate Executive Officers, all of the Non-Executive Directors and certain Executives of the Corporation  (the Corporate Executive Officers, the Non-Executive Directors and the Executives of the Corporation who will be granted Shares of Restricted Stock shall be hereinafter individually referred to as the “Qualified Person” and collectively referred to as the “Qualified Persons”).

 

Pursuant to the decision of the Representative Corporate Executive Officer of the Corporation dated July 2, 2018, which takes into account the above-mentioned resolution of the Compensation Committee, and based on the delegation of authority approved by resolutions of the Board of Directors of the Corporation pursuant to Article 416, paragraph 4 of the Companies Act, the shares of common stock of the Corporation that relate to the Issuance of New Shares will be issued to the Qualified Persons in accordance with the Compensation Plan.  Each Qualified Person who is a Corporate Executive Officer, a Non-Executive Director and an Executive will make an in-kind contribution to the Corporation of the monetary compensation receivables paid by the Corporation to each Qualified Person in order to grant to such Qualified Person Shares of Restricted Stock.  The Corporation considers that the compensation of the Qualified Persons, which includes Shares of Restricted Stock that are granted to the Qualified Persons, is at an appropriate level in accordance with the roles, functions and responsibilities of the Qualified Persons, based upon third-party research regarding compensation paid to management of both domestic and foreign companies.

 

The Corporation plans to execute, with each Qualified Person, an allotment agreement for Shares of Restricted Stock (the “Allotment Agreement”) which contains substantially the following terms:

 

 

 

 

 

 

 

 

 

As to a Qualified Person who is a Corporate Executive Officer, if certain events occur, including, but not limited to, cases where, during the Transfer Restriction Period, he or she ceases to hold all the positions that he or she holds as a Director, a Corporate Executive Officer or another executive at, and if applicable, ceases to be an employee of, the Corporation or a Related Company, the Corporation will acquire the Allotted Shares without any consideration to, or consent of, the Qualified Person, except where the Qualified Person ceases to hold all such positions that he or she holds at, and, if applicable, ceases to be an employee of, the Corporation or a Related Company due to (i) his or her death or (ii) any other justifiable reason that is approved by the Compensation Committee. As to a Qualified Person who is a Non-Executive Director, if certain events occur, including, but not limited to, cases where, during the Transfer Restriction Period, he or she ceases to hold the position that he or she has held as a Director of the Corporation, the Corporation will acquire the Allotted Shares without any consideration to, or consent of, the Qualified Person, except where the Qualified Person ceases to hold such position that he or she has held at the Corporation due to (i) his or her death or (ii) any other justifiable reason that is approved by the Compensation Committee (the Compensation Committee will accept that there is a justifiable reason, unless there are special circumstances).  Furthermore, as to a Qualified Person who is an Executive, if certain events occur, including, but not limited to, cases where, during the Transfer Restriction Period, he or she ceases to hold all the positions that he or she has held as a Director, a Corporate Executive Officer or another executive at, and if applicable, ceases to be an employee of, the Corporation or a Related Company of the Corporation, the Corporation will acquire the Allotted Shares without any consideration to, or consent of, the Qualified Person, except where the Qualified Person ceases to hold all such positions that he or she has held at, and, if applicable, ceases to be an employee of, the Corporation or a Related Company of the Corporation due to (i) his or her death or (ii) any other justifiable reason that is approved by the Corporation.

 

 

 

In order to prevent the Allotted Shares from being transferred, having any security interest created thereon or otherwise being disposed of during the Transfer Restriction Period, the Corporation will take such measures as the Corporation considers appropriate, including the management in dedicated accounts established at domestic and/or foreign securities companies.

 

 

 

 

 

The Issuance of New Shares to each Qualified Person shall be carried out for the fiscal year ending March 31, 2019 (with respect to any Qualified Person who is not in the relevant office as of April 1, 2018, for the period from the date on which he or she takes office to March 31, 2019).  Each Qualified Person will make an in-kind contribution to the Corporation of the monetary compensation receivables paid by the Corporation to such Qualified Person to exchange for Shares of Restricted Stock allotted to the Qualified Person under the Compensation Plan. In light of the terms and conditions of the bonds with stock acquisition rights that are already issued by the Corporation, and in order to eliminate any arbitrariness in the determination of the issue price, the issue price shall be the higher of (i) the average of the Closing Prices for the thirty (30) consecutive trading days commencing on the forty-fifth (45th) trading day immediately before the day immediately after the payment date of the Allotted Shares (from May 25, 2018 to July 5, 2018) (excluding days on which there is no Closing Price, and any fraction of less than one (1) yen arising as a result of such calculation shall be rounded up to the nearest one (1) yen); and (ii) 5,664 yen, which is the Closing Price on June 29, 2018 (the business day immediately before the date on which the Representative Corporate Executive Officer of the Corporation made a decision on the Issuance of New Shares) (see (Note) below).  We believe that the issue price is reasonable on the basis that it will be, in accordance with the above-mentioned method of calculation of the issue price, equal to or higher than the market stock price immediately prior to the date on which the Representative Corporate Executive Officer of the Corporation made the decision relating to the Issuance of New Shares, and we also believe that the issue price does not represent a price that is particularly favorable to the Qualified Persons.

 

 

 

End of Document