KT CORP — AGM Information 2017

Mar 24, 2017

6-K 1 d351488d6k.htm FORM 6-K Form 6-K

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 2017

Commission File Number 1-14926

KT Corporation

(Translation of registrant’s name into English)

KT Gwanghwamun Building East

33, Jongno 3-gil, Jongno-gu

110-130 Seoul, 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 ☒ 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): ☐

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 ☐ No ☒

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

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 24, 2017
	KT Corporation
By:	/s/ Youngwoo Kim
Name:	Youngwoo Kim
Title:	Vice President
By:	/s/ Jungsup Jung
Name:	Jungsup Jung
Title:	Director

Results of the 35 th Annual General Meeting of Shareholders

| 1. Approval of Financial Statements | | | (Unit: KRW Million, except for earnings per
share) | |
| --- | --- | --- | --- | --- |
| The 35 th Fiscal Year (Fiscal Year ended December 31, 2016) | | | | |
| Consolidated | Total Assets | 30,587,733 | Revenues | 22,743,665 |
| | Total liabilities | 17,792,954 | Operating income | 1,439,979 |
| | Consolidate- Capital stock | 1,564,499 | Net income | 797,844 |
| | Total Stockholders’ Equity | 12,794,779 | Basic earnings per share (KRW) | 2,904 |
| KT Separate | Total Assets | 24,700,337 | Revenues | 17,028,868 |
| | Total liabilities | 13,615,818 | Operating income | 1,059,591 |
| | Capital stock | 1,564,499 | Net income | 809,330 |
| | Total Stockholders’ Equity | 11,084,519 | Basic earnings per share (KRW) | 3,305 |
| Audit Opinion | | Consolidated | Unqualified | |
| | | KT Separate | Unqualified | |
| 2. Resolution of Dividends | | | | |
| Type of dividend | | | Cash Dividend | |
| Regular cash dividend per share (KRW) | | | 800 | |
| Total cash dividends (KRW) | | | 195,977,314,400 | |
| Dividend yield (%) | | | 2.6 | |
| 3. Status of Directors (as of the date of appointment) | | | | |
| A. Approval of Appointment of Directors | | | Appointment of Directors - Three (3) Inside Directors : Chang-Gyu Hwang, Heon-Moon Lim, Hyeon Mo Ku - Four (4) Outside Directors : Jong-Gu Kim, Dae-Geun Park, Gae Min Lee, Il Im Appointment of members of Audit Committee - Two (2) members
of Audit Committee who are outside directors : Jong-Gu Kim, Dae-Geun Park | |

B. Number of Outside Directors Following Appointment	Total number of directors	11
	Number of outside directors	8
	Percentage of outside directors(%)	72.7
C. Number of Auditors Following Appointment	Standing auditors	—
	Non-standing auditor	—
D. Number of Members of Audit Committee Following Appointment	Number of members of Audit Committee who are outside directors	4
	Number of members of Audit Committee who are non-outside directors	0
4. Details of Other Resolutions	Agenda Item No. 1.
Election of CEO (CEO Candidate : Chang-Gyu Hwang) Agenda Item No. 2. Approval of the 35th Financial Statements: approved as originally proposed Agenda Item No. 3. Amendment of Articles of Incorporation: approved as originally
proposed Agenda Item No. 4. Election of Directors (Total of Six(6) directors:
Two(2) Inside Directors, Four(4) Outside Directors) Agenda Item 4-1. Inside Director Candidate : Heon Moon Lim: approved as originally proposed

5. Date of Annual General Meeting of Shareholders	March 24, 2017
6. Reference	AGM Notice on March 3, 2017

Details relating to Elected CEO

Name	Date of Birth	Term	Whether Newly Elected	Work Experience (including current position)
Chang-Gyu Hwang	January 23, 1953	3 years	Re-elected	2014 - Present: KT
CEO 2013 – 2014: Distinguished
Chair Professor, Sungkyunkwan University 2010 – 2013: President & National CTO, Office of Strategic R&D Planning, Ministry of
Knowledge and Economy 1989 – 2010: Samsung Electronics 2009-2010: Advisor 2008-2009: President & CTO, Corporate Technology Office 2004-2008: President & CEO, Semiconductor
Business 2001-2003: President, Memory Division 2000-2001: Executive Vice President & CEO, Memory
Division 1999:
Executive Vice President & General Manager, Semiconductor R&D Center 1998-1999: Senior Vice President & General
Manager, Semiconductor R&D Center 1994-1997: Vice President, Semiconductor R&D Center 1991-1994: Director & Executive Director, Semiconductor R&D Center 1985-1989: Research Associate, Electrical Engineering,
Stanford University

Details relating to Elected Inside Directors

Name	Date of Birth	Term	Whether Newly Elected	Work Experience (including current position)
Heon Moon Lim	November 15, 1960	1 year	Re-elected	2015 – Present: Chief Marketing Officer, KT 2014 – 2015: Head of Customer Business
Group, KT 2013 – 2014: Professor,
Department of Economics and Management, Chungnam National University 2012 – 2013: Chief Operating Officer of KT Telecom & Convergence Group 2012: Chief Operating Officer of Home Customer
Strategy BU, KT Home Business Group 2010
– 2012: Head of Home Customer Strategy BU, KT Home Business Group 2010: Head of Home Integrated Marketing Communication BU, KT Home Business Group
Hyeon Mo Ku	January 13, 1964	1 year	Re-elected	2015 – Present: Chief Operating Officer, KT 2014 – 2015: Chief Secretary, KT 2013 – 2014: Head of Operating Office of KT
Telecom & Convergence Group 2011
– 2012: Head of KT Retail Channel Business Unit 2010 – 2011: Head of KT Mobile Business Strategy Business Unit 2009 – 2010: Head of KT Corporate Management
Strategy Department

Details Relating to Elected Outside Directors

Name	Date of Birth	Term	Whether Newly Elected	Work Experience (including current position)	Current Outside Director of Other Company
Jong-Gu Kim	July 7, 1941	3 years	Re-elected	1997 – 1998: The 46th Minister of Ministry of Justice 1995 – 1997: Director of the Seoul High
Prosecutors’ Office 1994 – 1995:
The 35th Vice-Minister of Ministry of Justice	None
Dae-Geun Park	March 15, 1958	1 year	Re-elected	2015 – Present: Chairman of the Macroeconomy & Finance sub-committee, National Economic Advisory Council	None

| Gae Min Lee | November 1, 1946 | 3 years | Newly elected | 2013 – Present: Chief of the Economic Research Institute, Hanyang University 1991 – Present: Professor of the College of
Economics and Finance, Hanyang University 2015 – 2016: Chief of the Korea International Finance Association 2013 – 2016: Chairman of the Financial
Development Council, Financial Services Commission — 2016 – Present: Advisor, Korea Industrial Development Institute 2009 – 2012: Director, Korea News
Editors’ Association Fund 2008 –
2010: Editor-in-chief, Senior Managing Director, The Korea Economic Daily 2005 – 2007: Vice Chairman, Korea New Editors’ Association 2003 – 2004: CEO, Hangyung.com | None |
| --- | --- | --- | --- | --- | --- |
| Il Im | March 20, 1966 | 3 years | Newly elected | 2017 – Present: President, Korea Society of Management Information System 2015 – 2016: Vice President, Korea
Automobile Manufacturers Association 2000
– 2004: New Jersey Institute of Technology | None |

Details Relating to Elected Audit Committee Members

Name	Date of Birth	Term	Whether Newly Elected	Whether Outside Director	Work Experience (including current position)
Jong-Gu Kim	July 7, 1941	3 years	Re-elected	Outside Director	1997 – 1998: The 46th Minister of Ministry of Justice 1995 – 1997: Director of the Seoul High
Prosecutors’ Office 1994 – 1995:
The 35th Vice-Minister of Ministry of Justice
Dae-Geun Park	March 15, 1958	1 year	Re-elected	Outside Director	2015 – Present: Chairman of the Macroeconomy & Finance sub-committee, National Economic Advisory Council 2013 – Present: Chief of the Economic Research Institute, Hanyang University 1991 – Present: Professor of the College of
Economics and Finance, Hanyang University 2015 – 2016: Chief of the Korea International Finance Association 2013 – 2016: Chairman of the Financial
Development Council, Financial Services Commission

Details Relating to Amendment of Business Purpose

			Reason for amendment
Amendment of business purpose	Article 2. (Purpose) The objective of kt is to engage in the following business activities 8. IT facility construction business and electrical construction business	Article 2. (Purpose) The objective of KT is to engage in the following business activities 8. IT facility construction business, electrical construction business and fire protection facility business	KT amends Article 3 (Purpose) – KT expects to create new business opportunities through management consultancy business, warehousing and storage business, fire
protection facility business, and electrical system design business
	22. New and renewable energy and energy generation business	22. New and renewable energy, energy generation business and electrical system design business 27. Activities of management consultancy 28. Warehousing and storage
	27. Any and all other activities or businesses incidental to or necessary for attainment of the foregoing.	29. Any and all other activities or businesses incidental to or
necessary for attainment of the foregoing. Addendum (March 24, 2017) These Articles of Incorporation shall become effective as of the date of resolution of the General Meeting of Shareholders