KT CORP — AGM Information 2009

Mar 10, 2009

6-K 1 h03175e6vk.htm FORM 6-K Form 6-K PAGEBREAK

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 March 2009

Commission File Number 1-14926

KT Corporation

(Translation of registrant’s name into English)

206 Jungja-dong Bundang-gu, Sungnam Kyunggi-do 463-711 Korea (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 þ Form 40-F o

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): o

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): o

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 o No þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-

Folio /Folio

PAGEBREAK

This Current Report on Form 6-K is being filed to be incorporated by reference into Registration Statement No. 333-156817 on Form F-4, effective February 19, 2009, relating to the merger proposal.

I. Results of the 27 th Annual General Meeting of Shareholders

1. Approval of Financial Statements
(Unit: KRW Million, except for earnings per share)
The 27 th Fiscal Year (Fiscal Year ended December 31, 2008)
— Total Assets	18,684,922	— Revenues	11,784,835
— Total liabilities	9,853,033	— Operating income	1,113,389
— Capital stock	1,560,998	— Net income	449,810
— Total Stockholders’ Equity	8,831,889	* Basic earnings per share (KRW)	2,217
* Audit Opinion		Unqualified
2. Approval of Dividends
Regular cash dividend per share (KRW)		1,120
Total cash dividends (KRW)		226,279,531,520
Dividend ratio to market value		2.9%
3. Status of Directors (as of the date of appointment)
A. Approval of Appointment of Directors		— Two (2) standing directors(Sang Hoon Lee, Hyun-Myung Pyo)
		— Three (3) independent and non-executive directors (Choon Ho Lee, E. Han Kim, Jeung Soo Huh)
(including one (1) independent and non-executive who will serve as member of the Audit Committee - E. Han Kim)
B. Number of Outside	Total number of directors	11
Directors Following	Number of outside directors	8
Appointment	Percentage of outside directors (%)	72.7%
C. Number of Auditors	Standing auditors	—
Following Appointment	Non-standing auditor	—
D. Number of Members of Audit Committee Following	Number of members of Audit Committee who are outside directors	4
Appointment	Number of members of Audit Committee who are standing directors	0

Folio /Folio

PAGEBREAK

4. Details of Other Resolutions
Agenda Item No. 2. Election of Directors: approved as originally proposed
Agenda Item No. 3. Election of member of Audit Committee : approved as originally proposed
Agenda Item No. 4. Approval of Limit on Remuneration of Directors: approved as originally proposed
5. Date of Annual General Meeting of Shareholders	March 6, 2009

Details Relating to Elected Directors

Name	Date of Birth	Term	Whether Newly	Prior Work	Current Position	Education	Nationality
			Elected	Experience
Sang Hoon Lee	January 24, 1955	1 year	Newly elected	Executive Vice President, Research & Development Group, KT Vice President, Telecommunication Networks Laboratory, KT Managing Director, Network Architecture Research Division, Telecommunication Networks Laboratory, KT	Head of Enterprise
Customer Group
(Senior Executive
Vice President)	Ph.D. in electrical
engineering from
University of
Pennsylvania,
Philadelphia,
U.S.A.	Korea
Hyun-Myung Pyo	October 21, 1958	1 year	Newly elected	Head of WiBro
Business Group, KT Head of Marketing
Group, KTF Head of Planning &
Coordination
Office, KTF	Head of Corporate
Center(Executive
Vice President)	Ph.D. in electrical
engineering from
Korea University	Korea

Folio /Folio

PAGEBREAK

Details Relating to Elected Independent and Outside Director:

Name	Date of Birth	Term	Whether Newly	Prior Work	Current Position	Education	Nationality
			Elected	Experience
Choon Ho Lee	July 22, 1945	3 years	Newly-elected	Member of the
Advisory Committee
to the Ministry of
Gender Equality Director, Korean
Broadcasting System Director, Seoul
Cultural Foundation	Visiting professor,
Political Science
and International
Relations, Inha
University	Ph.D. in Education
from Inha
University	Korea
E. Han Kim	May 27, 1946	3 years	Newly-elected	Independent
Director/ Chairman
of Board, POSCO Advisor, World Bank Director, East Asia
Management
Development Center Independent
Director Hana Bank	Endowed Chair
Professor and
Director of
Financial Research
Center, University
of Michigan	Ph.D. in Finance,
State University of
New York at Buffalo	USA
Jeung Soo Huh	June 10, 1960	3 years	Newly-elected	Dean of
International
Affairs, Kyungpook
National University Publication
Committee, Korean
Materials and
Metals Visiting Professor,
University of
Manchester
Institute of
Science and
Technology, UK	Professor, Dept of
Materials Science
and Metallurgy,
Kyungpook National
University, Korea	Ph. D. in Materials
Science and
Engineering,
M.I.T., USA	Korea

Folio /Folio

PAGEBREAK

Details Relating to Election of Audit Committee Member:

Name	Date of Birth	Term	Whether Newly	Whether Independent	Prior Work	Current Position	Education	Nationality
			Elected	and Non-Executive	Experience
				Director
E. Han Kim	May 27, 1946	3 years	Newly-elected	Independent and
Non-Executive
Director member of
the audit committee	Independent
Director/ Chairman
of Board, POSCO Advisor, World Bank Director, East Asia
Management
Development Center Independent
Director Hana Bank	Endowed Chair
Professor and
Director of
Financial Research
Center, University
of Michigan	Korea	USA

II. Change in Ownership of Principal Shareholder

Please be advised of a change in the number of common shares owned by one of the major shareholders of KT Corporation (the “Company”) and KT treasury shares. The change was due to the disposal of treasury shares to make long-term incentive payments to directors:

1. Details of Change

Shareholder	Date of change	Reason of change	Shares before change	No. of shares — changed	Shares after change
KT Corporation (treasury shares)	March 3, 2009	Disposal of treasury shares	71,500,404	-2,594	71,497,810

1. Details of Principal Shareholders

Shareholder	Shares owned	Percent of issued shares — (%)
National Pension Service	18,028,759	6.59
KT Corporation (treasury shares)	71,497,810	26.14

Folio /Folio

PAGEBREAK

III. Retirement of Shares

A. Number and class of shares to be retired

1. Common shares : 13,124,000

B. Total number of issued shares : 273,535,700 common shares

C. Par value per share (Won) : 5,000

D. Aggregate amount of shares scheduled to be repurchased for retirement (Won) : 500,024,400,000

E. Scheduled period of share repurchase for retirement : From March 10, 2009 to June 9, 2009

F. Method of share repurchase : market purchase

G. Securities firms designated to repurchase shares to be retired : Woori Investments, Samsung Securities, Korea Investment&Securities, Good Morning Shinhan Securities, Mirae Asset Securities

H. Date of board resolution : March 6, 2009

I. Attendance of Outside Directors : eight

J. Attendance of Audit Committee Member : present

K. Other matters to be considered

a) Aggregate amount of shares scheduled to be repurchased for retirement: The aggregate amount is calculated assuming Won 38,100 per share, the closing price of the shares on March 5, 2009, and is therefore subject to change.

b) Scheduled date of share retirement: The shares are scheduled to be retired promptly after completion of the share repurchase.

c) Daily order limit: 1,312,400 shares

Folio /Folio

PAGEBREAK

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.

Dated: March 10, 2009 KT Corporation
By:	/s/ Thomas Bum Joon Kim
Name:	Thomas Bum Joon Kim
Title:	Managing Director
By:	/s/ Young Jin Kim
Name:	Young Jin Kim
Title:	Director

Folio /Folio