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 April, 2020
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
COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO
Publicly-Held Company
CNPJ/MF 47.508.411/0001-56
NIRE 35.300.089.901
Consolidated synthetic map of the remote voting procedure for the Annual and Extraordinary General Shareholders’ Meeting to be held on April 23, 2020
COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO (“Company”), pursuant to §3° of Article 21-W of CVM Instruction No. 481, of December 17, 2009, as amended, announces to its shareholders and the market the synthetic map of distance voting containing (i) the voting instructions provided in the synthetic map sent by thebookkeeping agent, Itaú Corretora de Valores S.A. (“Itaú”), containing the voting instructions sent by shareholders to the custody agent, central securities depository and Itaú, according to the information disclosed on April 20, 2020, with (ii) the voting instructions sent directly to the Company (“Consolidated Synthetic Map”). The information contained in the Consolidated Synthetic Map is attached hereto.
São Paulo, April 22, 2020.
Isabela Cadenassi
Investor Relations Officer
SCHEDULE
Summary of distance voting
Annual General Meeting (AGM) - 04/23/2020 at 3 pm
Resolution No. | Description of the Resolution | Resolution vote | No. of shares |
1 | Review of the management’s accounts, as well as examination, discussion and voting of the Company’s management report and financial statements for the fiscal year ended December 31, 2019. | Approve | 45,071,680 |
Reject | 59,093 | ||
Abstain | 12,975,245 | ||
2 | Resolve on the proposal for allocation of the net profit for the fiscal year ended December 31, 2019, as detailed in the Management Proposal, in the following terms: (i) R$ 39,510,662.68 to the Legal Reserve; (ii) R$ 187,675,647.72 as minimum mandatory dividends, from which (a) the gross amount of R$ 36,737,525.34 related to the 1st quarter of 2019 was already paid as interest on net equity (being the value of R$ 31,805,714.39 the net amount effectively distributed after the deduction of the withholding income tax); and (b) the net amount of R$ 155,869,933.33 related to the 2nd, 3rd and 4th quarters, will be paid as dividend within 60 days of the date of the Meeting; and (iii) R$ 558,095,132.22 to the Expansion Reserve account. | Approve | 58,106,018 |
Reject | - | ||
Abstain | - | ||
3 | Determination of an annual global compensation of R$ 142,066,556.11 for the members of Company’s management and Company’s fiscal council, in case the Shareholders request its installation for the year 2020, in the terms of the Management Proposal, being up to R$ 66,243,937.10 to the Board of Officers, up to R$ 75,001,819.01 to the Board of Directors and up to R$ 820,800.00 to the Fiscal Council. | Approve | 10,223,673 |
Reject | 47,825,582 | ||
Abstain | 56,763 | ||
4 | Do you wish to request the operation of the Fiscal Council for the fiscal year of 2020? | Yes | 44,714,859 |
No | 7,809,355 | ||
Abstain | 5,581,804 | ||
5 | 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 | 48,163,508 |
No | 9,942,510 | ||
Abstain | - |
Summary of distance voting
Extraordinary General Meeting (EGM) - 04/23/2020 at 3 pm
Resolution No. | Description of the Resolution | Resolution vote | No. of shares |
1 | Resolve on the proposal of amendment of Articles 4th and 22 of the Company’s By-laws, pursuant to the Management Proposal, to (i) 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 Extraordinary General Meeting held in December, 2019; and (ii) specify that the mandate period of the Board of Directors is of two (2) years, reelection being permitted. | Approve | 57,825,325 |
Reject | 167,500 | ||
Abstain | - | ||
2 | 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 | 49,219,056 |
No | 8,773,769 | ||
Abstain | - |
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: April 22, 2020 | By: /s/ Peter Estermann Name: Peter Estermann Title: Chief Executive Officer | |
By: /s/ Isabela Cadenassi Name: Isabela Cadenassi 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.