Irsa Investments & Representations Inc 6-K, filed Sep 17, 2026
Irsa Investments & Representations Inc (IRS)
6-K
2026-09-17
For: 2026-09-17
View Original
Added on
September 17, 2026
About this 6-K
Irsa Investments & Representations Inc filed this 6-K on September 17, 2026.
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN ISSUER
PURSUANT
TO RULE 13a-16 OR 15b-16 OF
THE
SECURITIES EXCHANGE ACT OF 1934
For
the month of September, 2026
IRSA
Inversiones y Representaciones Sociedad Anonima
(Exact name of Registrant as specified in its charter)
IRSA
Investments and Representations Inc.
(Translation of registrant´s name into English)
Republic
of Argentina
(Jurisdiction of incorporation or organization)
Carlos
Della Paolera 261 9th Floor
(C1001ADA)
Buenos
Aires, Argentina
(Address of principal
executive offices)
Form 20-F ⌧ Form
40-F ☐
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
IRSA
INVERSIONES Y REPRESENTACIONES SOCIEDAD ANONIMA
(THE
“COMPANY”)
REPORT
ON FORM 6-K
Buenos Aires,
September 17, 2026 – IRSA Inversiones y Representaciones S.A.
(NYSE:IRS;BYMA:IRSA), resolved to call a
General Ordinary and Extraordinary Shareholders’ Meeting to
be held virtually on October 22, 2026, at 11:00 a.m. at first call,
and at 12:00 p.m. at second call, from the corporate premises
located at Carlos María Della Paolera 261, 9th Floor, City of
Buenos Aires, according to the following agenda:
1.
APPOINTMENT OF TWO
SHAREHOLDERS TO SIGN THE MEETING’S MINUTES.
2.
CONSIDERATION OF
DOCUMENTS CONTEMPLATED IN SECTION 234, PARAGRAPH 1, OF LAW NO.
19,550 FOR THE FISCAL YEAR ENDED JUNE 30, 2026.
3.
CONSIDERATION OF
THE FINANCIAL RESULT FOR THE FISCAL YEAR ENDED JUNE 30, 2026,
AMOUNTING A PROFIT OF $ 394,080,843,322.03 (THREE HUNDRED
NINETY-FOUR BILLION EIGHTY MILLION EIGHT HUNDRED FORTY-THREE
THOUSAND THREE HUNDRED TWENTY-TWO PESOS WITH 03/100). CONSIDERATION
OF THE DISTRIBUTION OF DIVIDENDS PAYABLE IN CASH AND/OR IN KIND FOR
UP TO $ 211,000,000,000 (TWO HUNDRED ELEVEN BILLION
PESOS).
4.
CONSIDERATION OF
BOARD OF DIRECTORS’ PERFORMANCE FOR THE FISCAL YEAR ENDED
JUNE 30, 2026.
5.
CONSIDERATION OF
SUPERVISORY COMMITTEE’S PERFORMANCE FOR THE FISCAL YEAR ENDED
JUNE 30, 2026.
6.
CCONSIDERATION OF
COMPENSATION PAYABLE TO THE BOARD OF DIRECTORS $ 24,293,481,028.85
(TWENTY-FOUR BILLION TWO HUNDRED NINETY-THREE MILLION FOUR HUNDRED
EIGHTY-ONE THOUSAND TWENTY-EIGHT PESOS WITH 85/100) (TOTAL
COMPENSATION) IN EXCESS OF ARS 4,589,438,862.75 (FOUR BILLION FIVE
HUNDRED EIGHTY-NINE MILLION FOUR HUNDRED THIRTY-EIGHT THOUSAND
EIGHT HUNDRED SIXTY-TWO PESOS WITH 75/100) OVER THE FIVE PERCENT
(5%) LIMIT OF ACCRUED PROFITS PURSUANT TO SECTION 261 OF THE
GENERAL COMPANIES LAW AND RELATED REGULATIONS, IN VIEW OF THE
PROPOSED DIVIDEND DISTRIBUTION.
7.
CONSIDERATION OF
COMPENSATION PAYABLE TO THE SUPERVISORY COMMITTEE FOR $
45,755,966.40 (FORTY-FIVE MILLION SEVEN HUNDRED FIFTY-FIVE THOUSAND
NINE HUNDRED SIXTY-SIX PESOS WITH 40/100 - ALLOCATED SUM) FOR THE
FISCAL YEAR ENDED JUNE 30, 2026.
8.
DETERMINATION OF
THE NUMBER AND APPOINTMENT OF REGULAR DIRECTORS AND ALTERNATE
DIRECTORS, AND DETERMINATION OF THEIR TERMS OF OFFICE FOR UP TO
THREE FISCAL YEARS, AS PER SECTION TWELVE OF THE
BYLAWS.
9.
APPOINTMENT OF
REGULAR AND ALTERNATE MEMBERS OF THE SUPERVISORY COMMITTEE FOR A
TERM OF ONE FISCAL YEAR.
10.
APPOINTMENT OF
CERTIFYING ACCOUNTANTS FOR THE FISCAL YEAR ENDING JUNE 30,
2027.
11.
APPROVAL OF
COMPENSATION PAYABLE TO CERTIFYING ACCOUNTANTS FOR THE FISCAL YEAR
ENDED JUNE 30, 2026.
12.
TREATMENT OF THE
AMOUNTS PAID AS PERSONAL ASSETS TAX BY THE COMPANY ACTING AS
SUBSTITUTE RESPONSIBLE PARTY ON BEHALF OF THE
SHAREHOLDERS.
13.
CONSIDERATION OF
THE ANNUAL BUDGET FOR THE IMPLEMENTATION OF THE AUDIT
COMMITTEE’S ANNUAL PLAN.
14.
CONSIDERATION OF
THE MERGER BY ABSORPTION OF TIENDA LOS GALLEGOS S.A. (“TIENDA
LOS GALLEGOS”) AND LOS GALLEGOS MARTINEZ NAVARRO Y CIA S.A.
(“LOS GALLEGOS”) INTO IRSA INVERSIONES Y
REPRESENTACIONES SOCIEDAD ANÓNIMA AND APPROVAL OF THE SEPARATE
AND CONSOLIDATED MERGER STATEMENTS OF FINANCIAL POSITION PREPARED
FOR SUCH PURPOSE. CONSIDERATION OF THE PRELIMINARY MERGER AGREEMENT
BY ABSORPTION. AUTHORIZATIONS AND DELEGATIONS AND APPOINTMENT OF A
REPRESENTATIVE TO EXECUTE THE DEFINITIVE MERGER AGREEMENT AND CARRY
OUT ALL OTHER PROCEEDINGS.
15.
AUTHORIZATION TO
CARRY OUT REGISTRATION PROCEEDINGS RELATING TO THIS
SHAREHOLDERS’ MEETING BEFORE THE ARGENTINE SECURITIES
COMMISSION, BOLSAS Y MERCADOS ARGENTINOS S.A., CAJA DE VALORES S.A.
AND THE GENERAL SUPERINTENDENCY OF CORPORATIONS.
Note: The Registry of the
Company’s book-entry shares is kept by Caja de Valores S.A.
(CVSA) domiciled at 25 de Mayo 362, City of Buenos Aires.
Therefore, in order to attend the Shareholders’ Meeting,
evidence is to be obtained of the account of book-entry shares kept
by CVSA. Pursuant to the provisions of Section Twenty Four of the
bylaws and the rules of the Argentine Securities Commission, the
shareholders’ meeting will be held remotely from the
corporate headquarters located at Carlos María Della Paolera
261, Floor 9, City of Buenos Aires, and shareholders who are
willing to do so will have the possibility to attend the meeting in
person, provided that they communicate such decision upon sending
their notice of attendance and/or until the date of expiration of
the statutory term established for giving notice of attendance. To
such end, the email address l.huidobro@zbv.com.ar is available for
registering attendance at the shareholders’ meeting by
electronic means and for sending the certificates issued by Caja de
Valores S.A. obtained by the shareholders. The term for giving
notice of attendance at such email address expires on October 16,
2026 at 3:00 p.m., pursuant to the provisions of Section 238 of the
General Companies Law. Shareholders shall provide the following
data: first and last name or full corporate name; identity document
type and number, or registration data, specifying the Register
where they are registered and their jurisdiction; and domicile
where they are located for purposes of recording it at the
shareholders’ meeting. Moreover, if they are to be
represented by a legal representative and/or an attorney-in-fact,
the shareholders who decide to participate remotely shall send the
same data regarding the proxies who shall attend the meeting on
their behalf, as well as the documents evidencing their capacity,
duly authenticated, in PDF format, to the email address mentioned
in this notice, on or before October 16, 2026 (pursuant to Section
238 of the General Companies Law). Shareholders’ proxies who
decide to participate in person may evidence their capacity as such
by producing their qualifying documents to the Issuer on the same
date of the meeting. Shareholders who give notice of their
attendance through the email address mentioned above shall also
provide their contact details (telephone and email) for the Company
to keep them updated of any potential measures that could be
adopted in connection with the Shareholders’ Meeting. The
Company shall send a receipt to all shareholders who registered
their names by email sent to the above mentioned address, which
shall be required in order to attend the Shareholders’
Meeting. Moreover, shareholders who are local or foreign legal
entities shall identify the final beneficial holders of such
shareholders’ stock capital and the number of shares to be
voted by them. The videoconference system to be used to hold the
meeting may be accessed to by the shareholders who have given
notice of their assistance, through the link to be sent to them,
including the applicable instructions, to the email address
reported by the shareholders. The system to be used will be the
Zoom application, which will allow: (i) to secure free access of
all the shareholders who were duly identified or their accredited
proxies with validated qualifying instruments, including in all
cases a copy of their identity document (DNI), and the access of
the remaining participants at the meeting (directors and statutory
auditors, among others); (ii) the possibility to participate at the
shareholders’ meeting by speaking and voting, through
simultaneous transmission of sound, images and words all throughout
the meeting, ensuring the principle of equal treatment to all
participants; and (iii) digital recording of all the development of
the meeting and storage of a copy in digital format for a term of 5
(five) years, which shall be available to the shareholders upon
request. Upon voting each item of the agenda, each shareholder will
be requested to express the sense of their vote, which may be given
verbally. The minutes of the shareholders’ meeting will
record the attendants and capacity in which they acted, the place
where they were located, and the technical means used. The minutes
will be executed within five (5) business days after the meeting.
It should be noted that upon dealing with items 12 and 14 on the
Agenda, the Shareholders’ Meeting shall qualify as
extraordinary, and a quorum of 60% will be required and pursuant to
the provisions of Section 237 of the General Companies Law, as the
meeting has been convened on first and second call simultaneously,
if the Shareholders’ Meeting were held on second call because
no quorum was reached at the first call, since IRSA INVERSIONES Y
REPRESENTACIONES SOCIEDAD ANÓNIMA is a company whose shares
are publicly offered, it will be possible to deal only with those
Agenda items that correspond to ordinary shareholders’
meetings and an extraordinary meeting must be held in second call
to address the corresponding agenda items within the period
established in the referred article and in accordance with the call
provisions stipulated therein.
SIGNATURES
Pursuant to the
requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized, in the city of
Buenos Aires, Argentina.
|
|
IRSA Inversiones y Representaciones Sociedad
Anónima
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Saúl
Zang
|
|
|
|
|
Saúl
Zang
|
|
|
September
17, 2026
|
|
Responsible for the
Relationship with the Markets
|
|
|
|
|
|
|