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 November, 2019
____________________
Commission File Number: 001-38714
STONECO LTD.
(Exact name of registrant as specified in its charter)
R. Fidêncio Ramos, 308, 10th floor—Vila Olímpia
São Paulo—SP, 04551-010, Brazil
+55 (11) 3004-9680
(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 |
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):☐
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):☐
STONECO LTD.
INCORPORATION BY REFERENCE
This report on Form 6-K shall be deemed to be incorporated by reference into the registration statement on Form S-8 (Registration Number: 333-230629) of StoneCo Ltd. and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
StoneCo Ltd.
(the “Company”)
MINUTES of the Annual General Meeting of the Company held at 103 South Church Street, Georgetown, Cayman Islands, at 10:30am on November 14, 2019.
| Present: | Andre Street de Aguiar, Director and Chairman | |
| Rafael Martins Pereira | ||
| Daniela Zarzur Cury | ||
| Shares present in person listed in Schedule 1 | ||
| Shareholders represented by proxy listed in Schedule 2 |
| 1 | CHAIRMAN |
In accordance with article 18.4 of the Company’s amended and restated articles of association (the “Articles”), Andre Street de Aguiar, being the Chairman of the Company presided as chairman of the meeting (the “Chairman”).
| 2 | OPENING OF MEETING |
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 Company’s articles of association and declared that, as a quorum was present, the meeting was duly convened.
| 3 | BUSINESS OF THE MEETING |
It was 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.
| 4. | FINANCIAL STATEMENTS |
It was noted that the consolidated financial statements of the Company for the year ended December 31, 2018 together with the auditor’s report thereon were laid before the meeting.
| 5. | DIRECTOR ELECTIONS |
IT WAS RESOLVED THATthe 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:
Andre Street de Aguiar
Eduardo Cunha Monnerat Solon de Pontes
Roberto Moses Thompson Motta
Thomas A. Patterson
Ali Mazanderani
Silvio Jose Morais
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| 6. | COMPANY FINANCIAL STATEMENTS |
IT WAS RESOLVED THATthe Company’s financial statements for the fiscal year ended December 31, 2018 were approved and ratified.
| 7. | PRIOR ACTS |
IT WAS RESOLVED THATall 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.
| 8. | CLOSE |
There being no further business to be transacted the meeting was declared closed.
| /s/ Andre Street de Aguiar | ||||||||||||
Andre Street de Aguiar Chairman | ||||||||||||
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SCHEDULE 1
Shareholders present in person
Present in Person
| Name of Shareholder | Number of Class A Shares | Number of Class B Shares | ||
| N/A | N/A | N/A | ||
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SCHEDULE 2
Shares represented by proxy
| Number of Class A Shares represented by Proxy | Number of Class B Shares represented by Proxy | |
| 178,429,461 | 98,925,774 | |
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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: November 14, 2019
| StoneCo Ltd. | ||||
| By: | /s/ Thiago dos Santos Piau | |||
| Name: | Thiago dos Santos Piau | |||
| Title: | Chief Executive Officer | |||
