KT KT Corp

UNITED STATES

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 August 2023

Commission File Number 1-14926

KT Corporation

(Translation of registrant’s name into English)

90, Buljeong-ro,

Bundang-gu, Seongnam-si,

Gyeonggi-do,

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  ☐

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.

Notice of the 2^nd

Extraordinary General Meeting of Shareholders of 2023

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CONTENTS

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Notice of the Extraordinary General Meeting of Shareholders

August 7, 2023

To our Shareholders,

KT will hold an Extraordinary General Meeting of Shareholders(“EGM”) on August 30, 2023.

At the EGM, four agenda items including the election of Representative Director will be submitted for shareholders’ approval. Holders of KT Corporation’s common stock as of July 19, 2023 will be entitled to exercise voting rights at the Meeting. Each common stock is entitled to one vote for each agenda.

KT Corporation would like to thank our shareholders for their continued investment and support. The Company understands that shareholders consider a range of matters before submitting their vote. We hope that our shareholders will find the information in the EGM Notice helpful to make an informed voting decision.

We invite you to attend our upcoming EGM on Wednesday August 30^th, 2023. We wish you good health and look forward to your participation.

Jong-Ook Park

Acting Chief Executive Officer

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Matters Requiring Resolution

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General Information for Voting

The record date to exercise voting rights at the EGM is 19^th July, 2023. As of the record date, the total number of KT shares issued was 261,111,808. The number of common shares, excluding treasury shares, entitled to exercise voting rights was 246,418,416 shares.

Pursuant to the provisions of the Commercial Act, Agenda No. 2, 3 and 4 shall be passed by a majority of the votes cast by the shareholders present at the meeting and at least one-fourth of the total shares that are entitled to vote. According to the Articles of Incorporation of KT, Agenda No.1 shall be passed by the affirmative vote of three-fifths (3/5) of the voting rights of the shareholders in attendance at the Meeting and

at least one-fourth of total shares entitled to vote.

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Agenda No. 1

Election of Representative Director

Pursuant to Article 25 (Election of Representative Director and Directors) of the Articles of Incorporation of KT, approval on the election of the Representative Director is hereby requested.

Nomination Process

KT received applications for CEO candidates through open recruitment from July 4^th to July 12^th 6pm (KST), and announced the application of 20 candidates on the 13^th that 20 candidates have applied. In addition, KT shareholders of over 0.5% and professional recruitment agencies have recommended 1 and 6 candidates, respectively.

KT commenced the evaluation process by forming a pool of CEO candidates including internal CEO candidates (executives who have been with KT Group for at least 2 years, and hold the position of Senior Executive Vice President or above), as set by the Director Candidates Recommendation Committee (“the Committee”) regulations.

To enhance the objectivity of the CEO candidate evaluation, the Committee decided to form an advisory group consisting of 5 external experts in the fields of p corporate management, p industry, p leadership and communication. The advisory group provided their evaluation results on both internal and external CEO candidates to the Committee, and the Committee narrowed down the candidate pool considering such results.

The Committee (Chairman Lee Seung-Hoon) screened internal and external CEO candidates through a process of document review and video conferencing. Afterwards, the Committee selected three candidates for final process.

Ultimately, the Committee chose one final candidate after conducting presentation and in-depth interviews with the three candidates, and the Board of Directors(BoD) has decided Mr. Young-Shub Kim as the final candidate and resolved to recommend him to the Extraordinary General Meeting of Shareholders at the end of August.

Examination Criteria

The Board set qualifications for the CEO under the Articles of Incorporation and the opinions of key stakeholders.

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Candidate Profile:

Full Name: Mr. Young-Shub Kim

Previous Occupation: CEO, LG CNS

• Educational Background

• Professional Associations

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• Rationale for Recommendation

Mr. Kim is a leading financial expert who served as the CFO of LG CNS and LGU+ and is the longest-serving CEO at LG CNS served as CEO for more than seven years. He has comprehensive knowledge and expertise in ICT and management. In particular, during his tenure as the CEO of LG CNS, he significantly increased revenue and operating profit, and contributed to the establishment of a sound management system by streamlining non-performing businesses and reorganizing the business structure to focus on the main IT business. In addition, he initiated a transformative shift in the Company’s employee appraisal and compensation structures, transitioning them from a tenure-focused model to one anchored in competency. This strategic move not only elevated individual proficiencies within the corporate structure but also engendered a culture wherein excellence and competency are prioritized.

During the in-depth interviews with the Board, the candidate demonstrated his profound understanding of the Company’s foundational business, and also proposed concrete plans to steer the digital innovation ecosystem, grounded in his deep ICT expertise. His vision in the long-term entails the development of infrastructure and pioneering services that position the Company at the forefront of the Digital ICT realm. By prioritizing investments in ICT infrastructure and advancing telecommunication businesses, he proposed to strengthen competitiveness in the Company’s core businesses and lay a sound growth foundation anchored in the synergy among the Company’s stakeholders.

The candidate’s excellent competency in DX technologies, combined with a clear strategy for intrinsic growth in the Company’s core businesses, and a strong commitment to improving corporate culture and management system, positions him uniquely. He is capable of driving innovation and growth and is expected to drive KT’s future growth and contribute significantly to strengthening sustainable growth and enhancing corporate value. Given these considerations, the BoD is confident that Mr. Kim is the most qualified candidate for the role of CEO at KT.

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Agenda No. 2

Election of Director (Inside Director)

Pursuant to Article 382(Appointment of Directors, Relationship with Company and Outside Directors) and Article 542-8(Appointment of Outside Directors) of the Commercial Act, Article 25(Election of the Representative Director and Directors) and Article 42(Director Candidates Recommendation Committee) of the Articles of Incorporation, approval of the election of director is hereby requested.

At the 2^nd Extraordinary General Meeting of Shareholders of 2023, one inside director shall be elected. The Representative Director Candidate has recommended one candidate for an inside director with the consent of the Director Candidates Recommendation Committee and the approval of the Board of Directors.

[Board Composition and Election Process]

Our Board of Directors has the ultimate responsibility for the administration of our affairs. Our articles of incorporation provide for a Board of Directors consisting of:

All of our directors are elected at the general shareholders’ meeting. Under our articles of incorporation, the term of office for an inside director is up to three years. Pursuant to an amendment to the articles of incorporation in March 2020, the term of office for an outside director changed from up to ten years to up to six years, to reflect an amendment to the enforcement decree of the Commercial Code of Korea.

According to our articles of incorporation, Director Candidates Recommendation Committee must consist of all of our outside directors, other than for the election of an outside director resulting from the expiration of term of the office, in which case such outside director whose term is expiring may not be a member of the committee. Representative Director Candidate recommended one candidate for inside director with the consent of the Director Candidates Recommendation Committee and the approval of the Board of Directors and the candidate will be elected at the Extraordinary General Meeting of Shareholders

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<Agenda No. 2, Inside Director Candidate : Mr. Chang-Seok Seo >

• Educational Background

• Professional Associations

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• Rationale for Recommendation

Mr. Seo is a top expert in the field of wired and wireless telecommunications, having served as the Head of Network Technology Business Unit, the Head of Network Strategy Business Unit, and Jeonnam/Jeonbuk Regional Headquarter, and has both expertise in network technology and strategy as well as hands-on experience as an executive.

Currently, as the Head of the Network Group, he is contributing to the construction and operation of high-quality and stable wired and wireless network infrastructure and strengthening competitiveness, and is playing an important role in providing more reliable communication services and digital innovation services through continuous network operation innovation.

We believe that the candidate’s network expertise and years of experience will lead the construction of future-oriented next-generation wired and wireless network infrastructure including 6G, accelerate network-based digital innovation, and contribute significantly to strengthening the competitiveness of KT’s DX business. Therefore, the BoD recommends him as an inside director candidate.

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Board of Directors - Activity & Tenure Status

1) Comparison of BoD Members

(  ) Gender in parenthesis, Represents directors who are candidates for KT Board of Directors

Note) According to Article 389, Paragraph 3 and Article 386, Paragraph 1 of the Commercial Act of Korea, the Board of Directors is composed of the Representative Director who resigned. This composition, including the resigned Representative Director, is expected to be maintained until the point when the new Representative Director is appointed at the EGM in 2023, thereby terminating the rights and obligations of the retired representative director.

2) Tenure Status of BoD Members

Refers to directors who are candidates for KT Board of Directors

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3) Committees of BoD

Corporate Governance Committee

Audit Committee

Evaluation and Compensation Committee

Related-Party Transactions Committee

Sustainability Management Committee

Director Candidates Recommendation Committee

Hyeon-Mo Ku

Yong-Hun Kim

Woo-Young Kwak

Seong-Cheol Kim

Jong-Soo Yoon

Yeong-Kyun Ahn

Seung-Hoon Lee

Seung-Ah Theresa Cho

Yang-Hee Choi

chairperson

Note1) Representative Director Candidate Examination Committee and Outside Director Candidate Recommendation Committee were merged into Director Candidates Recommendation Committee

Note 2) According to Article 389, Paragraph 3 and Article 386, Paragraph 1 of the Commercial Act of Korea, the Board of Directors is composed of the Representative Director who resigned. This composition, including the resigned Representative Director, is expected to be maintained until the point when the new Representative Director is appointed at the EGM in 2023, thereby terminating the rights and obligations of the retired directors.

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Agenda No. 3

Employment Contract for the CEO

Article 1. Purpose of the Agreement

The purpose of this Agreement is to set forth the Representative Director’s authority, responsibilities and other necessary terms and conditions in connection with the election of                      as the Representative Director of KT Corporation (“Company”).

Article 2. Term of Office of the CEO

The term of office of the Representative Director shall start from the effective date of the election of the Representative Director at the General Meeting of Shareholders and continue until the end of the Annual General Meeting of Shareholders of 2026.

Article 3. Duties and Responsibilities of the Representative Director

Article 4. Obligations of the Representative Director

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Article 5. Board of Directors Recommendations

The Representative Director shall prepare a succession management plan for the next Representative Director candidate and report it to the Director Candidates Recommendation Committee.

The Representative Director shall also share in advance with Director Candidates Recommendation Committee the matters relevant to the appointment and removal of the candidate of the Representative Director as determined through the succession plan of the Representative Director.

Board of Directors may also recommend a resignation of the Representative Director by a resolution of the Board of Director before implementing a process of dismissal by a resolution of the General Meeting of Shareholders if the trial court sentences him to imprisonment or more severe punishment for accepting an illegal demand associated with the Representative Director’s roles and duties during his term, resulting in a financial loss to the Company. In this instance, the Representative of Director is obligated to resign pursuant to the Board of Director’s resignation recommendation.

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Article 6. Management Goals

In order to achieve the goals of the management plan of the Representative Director during the term of his office, the Board of Directors shall establish annual management goals for each fiscal year (hereinafter the “annual management goals”) after consultation with the Representative Director. In such case, the Representative Director and inside directors shall not participate in the resolution of the Board of Directors.

Article 7. Evaluation

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Article 8. Remuneration

Article 9. Base Salary

Article 10. Short-term Incentive Payment

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Article 11. Long-term Incentive Payment

Article 12. Adjustment after the Incentive Payment

In the event that the score of evaluation is modified due to an error in the evaluation or other causes after the incentive payment is made to the Representative Director, the amount of incentive shall be newly calculated in conformity with the modified result, and such adjusted amount shall be taken into consideration when setting the incentive payment payable for the following year. However, if the Representative Director resigns or is dismissed, immediate payment of any amount due or return of any excessive amount shall be made.

Article 13. Severance Payment

The severance payment shall be paid in accordance with the regulations on the payment of severance payment to officers.

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Article 14. Taxes and Public Imposts

All remuneration payable to the Representative Director shall be paid after withholding all relevant taxes and public imposts therefrom in accordance with the applicable laws and regulations.

Article 15. Dismissal, etc. of the Representative Director

Article 16. Ownership of the Rights

The Representative Director’s right to any and all intellectual property developed independently by himself or jointly with others during the term of office (including know-how and managerial ideas) shall be exclusively held by the Company, and the Representative Director shall carry out the procedures necessary for registration of such intellectual property rights in the name of the Company.

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Article 17. Interpretation of the Agreement and Supervision of Performance

Article 18. Amendment of the Agreement

IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate, with one copy to be retained by each party.

August 30 , 2023

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Agenda No. 4

Amendment to Severance Pay Regulations for Executives

Pursuant to Article 31-4 (Remuneration and Severance Payment for Directors) of Articles of Incorporation, approval of the following changes is hereby requested.

Background Information

Proposed changes have been drafted following an Amendment to Articles of Incorporation, the abolition of the ‘multiple representative director’ system at the 1^st Extraordinary General Meeting of shareholders of 2023.

Background information is drafted to improve shareholder’s understanding. For more accurate excerpts, please refer to the subsequent pages. If any potential conflicts exist, the following information shall prevail.

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