Report of Foreign Issuer (6-k)
May 31 2019 - 1:03PM
Edgar (US Regulatory)
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 May 2019
Commission File Number:
001-38353
PagSeguro Digital Ltd.
(Name of Registrant)
Av.
Brigadeiro Faria Lima, 1384, 4º andar, parte A
São Paulo, SP,
01451-001,
Brazil
+55 11 3038 8127
(Address of Principal Executive Office)
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):
Yes ☐
No ☒
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):
Yes ☐
No ☒
PAGSEGURO DIGITAL LTD.
(the
Company
)
MINUTES
of the Annual General Meeting of the Company will be held Av. Brigadeiro Faria Lima, 1384, São Paulo, SP, Brazil,
01451-001,
at 11am on May 30, 2019.
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Present:
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Eduardo Alcaro, Director and Chairman
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Maria Judith de Brito, Director
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Ricardo Dutra da Silva, Director
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Shareholders present in person listed in Schedule 1
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Shares represented by proxy listed in Schedule 2
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In attendance:
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Renato Bertozzo Duarte
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In the absence of the Luis Frias and in accordance with article 18.4 of the Companys amended and restated articles of association (the
Articles
), the directors present hereby elect one of their number, Mr. Eduardo Alcaro, to chair the meeting and Mr. Eduardo Alcaro has agreed to act as Chairman to the meeting (the
Chairman
).
The Chairman opened the meeting and reported that due notice of the meeting had been given to those shareholders entitled to receive it in
accordance with the Companys articles of association and declared that, as a quorum was present, the meeting was duly convened.
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BUSINESS OF THE MEETING
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The Chairman reported that business of the meeting was to consider and, if thought fit, pass the proposed resolutions set out in the notice of
the meeting.
The Chairman noted that the consolidated financial statements of the Company for the year ended December 31, 2018 together with the
auditors report thereon were laid before the meeting.
IT WAS RESOLVED THAT
the following persons be and are hereby
re-elected
as directors of the
Company to hold office until the next Annual General Meeting of the Company or until their respective successors have been elected or appointed or their office is otherwise vacated:
Luis Frias
Maria Judith de
Brito
Eduardo Alcaro
Noemia Mayumi Fukugauti Gushiken
Cleveland Prates Teixeira
Marcos de Barros Lisboa
Ricardo Dutra da Silva
1
6.
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LONG TERM INCENTIVE PLAN
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IT WAS RESOLVED THAT
the adoption of a Long-Term Incentive Plan (the
LTIP
Goals
) in the form approved by the
directors be and is hereby approved and sanctioned, subject to the number of Shares granted under the LTIP Goals in any financial year not exceeding one percent of the total issued and outstanding Shares of the Company in any such year.
IT WAS RESOLVED THAT
all actions taken by the directors and officers of the Company in relation to the business of the Company during
the financial year ended December 31, 2018 be and are hereby ratified and confirmed.
There being no further business to be transacted the Chairman declared the meeting closed.
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/s/ Eduardo Alcaro
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Eduardo Alcaro
Chairman
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2
SCHEDULE 1
Shareholders present in person
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Name of
Shareholder
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Number of Class A Shares
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Number of Class B Shares
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Universo Online S.A.
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0
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165,620,861
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3
SCHEDULE 2
Shares represented by proxy
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Number of
Class A Shares represented by Proxy
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Number of Class B Shares represented by Proxy
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135,157,428
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0
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4
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.
Date: May 31, 2019
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PagSeguro Digital Ltd.
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By:
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/s/ Eduardo Alcaro
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Name: Eduardo Alcaro
Title: Chief
Financial and Investor Relations Officer,
Chief Accounting Officer and Director
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