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 February, 2022
Commission File Number: 001-14475
TELEFÔNICA BRASIL S.A.
(Exact name of registrant as specified in its charter)
TELEFONICA BRAZIL S.A.
(Translation of registrant’s name into English)
Av. Eng° Luís Carlos Berrini, 1376 - 28º andar
São Paulo, S.P.
Federative Republic of Brazil
(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 | X |
| Form 40-F |
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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 |
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| 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 |
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| No | X |
TELEFÔNICA BRASIL S.A.
Publicly Held Company
Corporate Texpayer’s ID (CNPJ/MF): 02.558.157/0001-62
Company Registry (NIRE): 35.3.0015881-4
MINUTES OF THE 411th BOARD OF DIRECTORS’ MEETING OF TELEFÔNICA BRASIL S.A. HELD ON FEBRUARY 16th, 2022
1. DATE, TIME AND VENUE: On February 16th, 2022, at 11:00 a.m., held remotely, as provided in the Article 19, paragraph 1 of the Internal Rules of the Board of Directors and the Technical and Advisory Committees (“Rules”) of Telefônica Brasil S.A. (“Company”).
2. CALL NOTICE AND ATTENDANCE: The call was waived given the presence of all members of the Board of Directors, who subscribe these minutes, pursuant to the article 15, paragraph 2 of the Company’s Rules, and establishing, therefore, quorum in accordance with the Bylaws. The General-Secretary and Legal Officer, Mr. Breno Rodrigo Pacheco de Oliveira, also attended the meeting as Secretary.
3. PRESIDING BOARD: Eduardo Navarro de Carvalho – Chairman of the Board of Directors; Breno Rodrigo Pacheco de Oliveira – Meeting Secretary.
4. AGENDA AND RESOLUTION: After examining and deliberating on the matter in the Agenda, the members of the Board of Directors unanimously decided as follows:
4.1 Statement of Interest on Capital: The proposal to declare Interest on Capital (“IoC”) based on the balance sheet of January 31st, 2022, in the gross amount of R$ 180,000,000.00, corresponding to the net amount of R$ 153,000,000.00 withholding income tax, was approved. The interest per share is equivalent to R$ 0.10739500713 per common share (R$ 0.09128575606 net of income tax).
The IoC will be credited individualy to each shareholder, in accordance with the shareholding position in the Company’s records at the end of February 25th, 2022. After said date, the shares will be considered as “ex-interests”.
The IoC will be included in the minimum required dividend for the fiscal year of 2022 “ad referendum” of the General Shareholders’ Meeting to be held in 2023, and the payment will be made until July 31st, 2023, in a date yet to be determined by the Company’s Board.
5. CLOSURE: There being no further matters to discuss, the Chairman of the Board stated that the meeting was adjourned, and these minutes were drawn up. São Paulo, February 16th, 2022. (aa) Eduardo Navarro de Carvalho – Chairman of the Board of Directors. Board Members: Ana Theresa Masetti Borsari; Antonio Carlos Valente da
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TELEFÔNICA BRASIL S.A.
Publicly Held Company
Corporate Texpayer’s ID (CNPJ/MF): 02.558.157/0001-62
Company Registry (NIRE): 35.3.0015881-4
MINUTES OF THE 411th BOARD OF DIRECTORS’ MEETING OF TELEFÔNICA BRASIL S.A. HELD ON FEBRUARY 16th, 2022
Silva; Christian Mauad Gebara; Claudia Maria Costin; Francisco Javier de Paz Mancho; José María Del Rey Osorio; Juan Carlos Ros Brugueras; Julio Esteban Linares Lopez; Luiz Fernando Furlan; Narcís Serra Serra e Sonia Julia Sulzbeck Villalobos. Meeting Secretary: Breno Rodrigo Pacheco de Oliveira.
I hereby certify that these minutes are a faithful copy of the minutes of the 411th Meeting of the Board of Directors of Telefônica Brasil S.A., held on February 16th, 2022, drawn up in the Company’s book. This is a free English translation.
Breno Rodrigo Pacheco de Oliveira
Secretary
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SIGNATURE
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.
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| TELEFÔNICA BRASIL S.A. | |||
Date: | February 16, 2022 |
| By: | /s/ João Pedro Carneiro | |
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| Name: | João Pedro Carneiro |
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| Title: | Investor Relations Director |