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, 2024
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 47.508.411/0001-56
NIRE 35.300.089.901
ANNUAL AND EXTRAORDINARY GENERAL MEETING
TO BE HELD ON APRIL 29TH, 2024
Consolidated synthetic map
COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO (“Company”), pursuant to §3° of Article 48 of CVM Resolution No. 81, of March 29, 2022, as amended, announces to its shareholders and the market in general the synthetic map of distance voting containing (i) the voting instructions provided in the synthetic map sent by the bookkeeping 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 this date, 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 26th, 2024.
Rafael Russowsky
Vice President of Finance and Investor Relations Officer
SCHEDULE I
Summary of Distance Voting
Annual Shareholders’ Meeting to be held on April 29th, 2024
Resolution 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, 2023.
Resolution Vote | No. of shares |
Approve | 76,650,123 |
Reject | 138,900 |
Abstain | 113,612 |
Resolution 2
Offsetting of the accrued net loss recorded in the fiscal year ended December 31, 2023 through the use of part of the Company’s profit reserves.
Resolution Vote | No. of shares |
Approve | 76,902,635 |
Reject | 0 |
Abstain | 0 |
Resolution 3
Determination of the annual global remuneration of the Company’s directors.
Resolution Vote | No. of shares |
Approve | 53,477,416 |
Reject | 23,425,219 |
Abstain | 0 |
Resolution 4
Do you wish to request the establishment of a fiscal council, under the terms of article 161 of Law 6,406 of 1976?
Resolution Vote | No. of shares |
Approve | 6,765,291 |
Reject | 5,814,161 |
Abstain | 64,323,183 |
Resolution 5
Should a second call for the General Shareholder’s Meeting be necessary, the voting instructions contained in this Form may also be considered in the event of a General Shareholder’s’ Meeting held upon second call?
Resolution Vote | No. of shares |
Yes | 77,159,671 |
No | 345,183 |
Abstain | 0 |
SCHEDULE II
Summary of Distance Voting
Extraordinary Shareholders’ Meeting to be held on April 29th, 2024
Resolution 1
Approval of the Company’s new Stock Incentive Plan Linked to the Granting of Shares and Stock Options (Incentive Plan), which will withdraw the Company’s “Stock Option Plan and the Stock Option Compensation Plan”, currently in force.
Resolution Vote | No. of shares |
Approve | 6,559,916 |
Reject | 70,944,938 |
Abstain | 0 |
Resolution 2
Amendment of Article 4 of the Companys Bylaws to reflect the capital increases approved at the Meetings of the Board of Directors held on March 13, 2024 and on March 29, 2024.
Resolution Vote | No, of shares |
Approve | 77,504,854 |
Reject | 0 |
Abstain | 0 |
Resolution 3
Amendment of items (l), (m) and (o) and paragraph 1st of article 17 of the Company’s Bylaws, to adjust the powers of the Board of Directors.
Resolution Vote | No, of shares |
Approve | 65,132,016 |
Reject | 6,214,120 |
Abstain | 6,158,718 |
Resolution 4
Approval of the consolidation of the Company’s Bylaws in order to incorporate the above amendments.
Resolution Vote | No, of shares |
Approve | 71,290,734 |
Reject | 6,214,120 |
Abstain | 0 |
Resolution 5
Should a second call for the General Shareholder’s Meeting be necessary, the voting instructions contained in this Form may also be considered in the event of a General Shareholder’s’ Meeting held upon second call?
Resolution Vote | No, of shares |
Yes | 77,159,671 |
No | 345,183 |
Abstain | 0 |
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 26, 2024 | By: /s/ Marcelo Pimentel | ||
Name: | Marcelo Pimentel | ||
Title: | Chief Executive Officer | ||
By: /s/ Rafael Sirotsky Russowsky | |||
Name: | Rafael Sirotsky Russowsky | ||
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.