FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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, 2019
Brazilian Distribution Company
(Translation of Registrant’s Name Into English)
Av. Brigadeiro Luiz Antonio,
3142 São Paulo, SP 01402-901
Brazil
(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 X 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 X
(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 X
(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
DISTANCE VOTING BALLOT
Extraordinary General Meeting (EGM) - CIA BRASILEIRA DE DISTRIBUICAO to be held on 04/25/2019
Shareholder's Name |
Shareholder's CNPJ or CPF |
Instructions on how to cast your vote Shouldyouchoosetoexercise your remote voting right, under articles 21-AandotherofCVMInstruction nº 481/2009, the shareholder shall complete the Distance Voting Form (“Form”), that will only be regarded as valid and the votes presented here will be considered in the quorum of the General Meeting, if the following instructions are observed: (i) all the fields must be duly completed; (ii) all the pages must be initialed by the shareholder (or by his/her/its legal representative, as the case may be);and (iii) the last page shall be signed by the shareholder (or by his/her/its legal representative, as the case may be), and with notarization of thesignature.
In case the shareholder wishes to exercise the remote voting right, it is essential that the fields above are filled in with (i) the shareholder’s name or corporate name, as the case may be; (ii) Brazilian taxpayer number (CNPJ or CPF, as the case may be); and (iii) an email address for any contact.
Kindly note that the Management Proposal mentioned in this Form is available to shareholders attheCompanysheadquarters,aswellas attheCompanys Investor Relationswebsite(www.gpari.com.br)andatCVM’swebsite (www.cvm.gov.br).
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Instructions for sending your ballot, indicating the delivery process by sending it directly to the Company or through a qualified service provider TheShareholder that choosestoexerciseitsremote voting rightsbymeansofthis Formmaycomplete, according to the abovementioned guidance, and send it: (i) directly to the Company; (ii) to the Company´s Bookkeeper; or (iii) to his/her/its Custodian (if it renders such services), following the instructions below:
I. Sendingof theForm directlyto theCompany:Theshareholder shall sendtheoriginalForm(completed, initialized and signed, as indicated above) jointly with a notarized copy of the following documents: (a) if to individuals: identity card with photo of the shareholder; (b) if to companies: (i)bylawsorconsolidated articlesofassociationandcorporate documentsthat prove thatthecompany is duly represented; and (ii) identity card with photo of the legal representative; (c) if to investment funds: (i) consolidated regulations of the fund; (ii) bylaws or articles of association of its manager, as the case may be, observing the voting policy of the fund and corporate documents that prove that the manager is duly represented; and (iii) identity card with photo of the manager’slegal representative.It isnotrequired sworn translationofdocuments originally drawnupinPortuguese, French, EnglishorSpanish,ordocuments with translations into thoselanguages, beingthesworn translation requiredinother cases.Thefollowing identity documents willbeaccepted, provided that they have photo and are valid: RG, RNE, CNH, passport or professional identity card officiallyaccepted.
II. Sending of the Form to the custodian or the Company´s Bookkeeper: Shareholders that holdshares issuedbytheCompany depositedinacentral depositorymaytransmitthevotinginstructionstofilltheForm through their respective custodian,incase they provide this typeofservice. Shareholders that do not have their shares deposited in a central depository may transmitvoting instructionstotheCompany´s Bookkeeper,ItaúCorretoradeValoresS.A.,financialinstitution hired by the Company for the provision of book-entry services for its securities, through the channels it makes available. The delivery of the Form will be subject to the rules, guidelines and deadlines set by each custodian or Itaú, as the case may be. For such, shareholders shall contact them and verify procedures, documents and information set by them for the shareholders transmit the voting instructions byForm.
In all cases, for the Form to have effect, the date of April 18, 2019 (i.e. seven (7) days before the date of the General Meeting, pursuant to article 21-B of CVM Instruction 481/09) will be the last day for its RECEIPT in one of the means listed above and not the last day for it to be sent. If the Form is received after April 18, 2019, the votes will not be counted.
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Postal and e-mail address to send the distance voting ballot, if the shareholder chooses to deliver the document directly to the company If the shareholder chooses to send the Form directly to the Company, he/she/it shall send it up to the Corporate Legal Department, by post, to Avenida Brigadeiro Luís Antônio, 3142, Jardim Paulista, City of São Paulo, State of São Paulo, 01402-000, following the deadlines and documents indicated above.
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Indication of the institution hired by the company to provide the registrar service of securities, with name, physical and electronic address, contact person and phone number |
DISTANCE VOTING BALLOT
Extraordinary General Meeting (EGM) - CIA BRASILEIRA DE DISTRIBUICAO to be held on 04/25/2019
The institution in charge of the provision of book-entry services for the securities of the Company isItaú CorretoradeValores S.A.and theinstructionstodelivertheFormto it can befoundatwww.itau.com.br/securitiesservices Itaú Corretora de Valores S.A. Address: Avenida Brigadeiro Faria Lima, 3.500, 3º andar, Zip Code 04538-132, Cidade de São Paulo, Estado de São Paulo, Brasil. E-mail: atendimentoescrituracao@itau-unibanco.com.br Phone: 3003-9285 (capitals and metropolitan regions) or 0800 7209285 (other locations) Contact: Services to shareholders
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Resolutions concerning the Extraordinary General Meeting (EGM) |
Simple Resolution 1. Approve the rectification and ratification of the annual global remuneration of the companys board of executive officers for fiscal year of 2018, from up to R$ 71,324,818.03 to the amount up to R$ R$ 87,044,666.37, pursuant to the Management Proposal.
[ ] Approve [ ] Reject [ ] Abstain |
Simple Resolution 2. Approve to amend the Stock Option Plan and Equity Compensation Plan of the Company, pursuant to the Management Proposal.
[ ] Approve [ ] Reject [ ] Abstain |
Simple Resolution 3. Resolve on the proposal of amendment and restatement of the By-laws of the Company, pursuant to the Management Proposal, for updating the Article 4th to reflect the capital stock increases resulting from the exercise of stock options, within the authorized capital limit, approved at meetings of the Board of Directors since the Annual and Extraordinary General Meeting held in 2018.
[ ] Approve [ ] Reject [ ] Abstain |
Simple Question 4. Should a second call for the General Shareholders´ Meeting be necessary, the voting instructions contained in this Form may also be considered in the event of a General Shareholders´ Meeting held upon second call?
[ ] Yes [ ] No [ ] Abstain |
City:
Date:
Signature:
Shareholder's Name :____________________________________________________________
Phone Number :
SIGNATURES
Pursuant to the requirement 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.
COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO | ||
Date: March 26, 2019 | By: /s/ Peter Estermann Name: Peter Estermann Title: Chief Executive Officer | |
By: /s/ Daniela Sabbag Name: Daniela Sabbag Title: Investor Relations Officer |
FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.