Itau Unibanco Holding S.A 6-K, filed Apr 27, 2022
Itau Unibanco Holding S.A. (ITUB)
About this 6-K
Itau Unibanco Holding S.A filed this 6-K on April 27, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of April, 2022
Commission File Number: 001-15276
Itaú Unibanco Holding S.A.
(Exact name of registrant as specified in its charter)
Itaú Unibanco Holding S.A.
(Translation of Registrant’s Name into English)
Praça Alfredo Egydio de Souza Aranha, 100-Torre Conceicao
CEP 04344-902 São Paulo, SP, Brazil
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ 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 ☒
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 ☒
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
82–
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: April 27, 2022.
| Itaú Unibanco Holding S.A. | ||||
| By: | /s/ Renato Lulia Jacob | |||
| Name: | Renato Lulia Jacob | |||
| Title: | Group Head of Investor Relations and Market Intelligence | |||
| By: | /s/ Alexsandro Broedel | |||
| Name: | Alexsandro Broedel | |||
| Title: | Chief Financial Officer | |||
1
Exhibit 99.1
ITAÚ UNIBANCO HOLDING S.A.
CNPJ. 60.872.504/0001-23 A Publicly Listed Company
ANNUAL GENERAL STOCKHOLDERS’ MEETING
Final summarized voting map
According to CVM Instruction Nº 481/09, Itaú Unibanco
Holding S.A. (“Company”) discloses the final summarized voting map related to the consolidation of remote voting instructions and voting instructions exclusively digitally for each item presented in the remote voting form, about the
matters submitted for resolution at its and Annual General Stockholders’ Meeting held on April 26, 2022 at 11:00 a.m. exclusively held online, is presented below:
Number of % over total Item Description - ordinary agenda Candidates Voting shares voting
Approve 4,565,332,179 99.98150 Take cognizance of the Management’s Report, the Report of the Independent
1 Auditors, the Opinion of the Fiscal Council, and the Summary of the Report of the Reject - -Audit Committee, and examine them for resolution on the Financial Statements for the
fiscal year ended December 31, 2021: Abstain 844,549 0.01850
Resolve on the allocation of net income for the fiscal year as detailed in the Approve
4,565,818,912 99.99216 General Stockholders’ Meeting Manual available at: 2 https://www.itau.com.br/relacoes- Reject - -cominvestidores/listgroupComunicado.aspx?idCanal=rQmlXNzFOcoHRPHioVRb7 A==&linguagem=en Abstain 357,816 0.00784
&ano=2022
Approve 4,562,580,727 99.92125
3 Fix the number of members who
will comprise the Board of Directors in twelve Reject 3,238,185 0.07092 (12): Abstain 357,816 0.00784
Yes - -
4 Do you wish to request the cumulative voting for the election of the board of No 5,132,398 0.11241 directors, under the terms of art. 141 of Law 6,404, of 1976?
Abstain 4,560,592,183 99.88759 Approve 4,558,724,188 99.83679 Alfredo Egydio Setubal Reject 7,094,724 0.15538 Abstain 357,816 0.00784 Approve 4,563,487,188 99.94110 Ana
Lúcia de Mattos Barretto Villela Reject 2,331,724 0.05107 Abstain 357,816 0.00784 Approve 4,560,991,624 99.88645 Candido Botelho Bracher Reject 4,827,288 0.10572 Abstain 357,816 0.00784
Approve 4,560,203,639 99.86919 Cesar Nivaldo Gon Reject 5,615,273 0.12298 (Independent member) Abstain 357,816 0.00784
Approve 4,564,600,461 99.96548 Fábio Colletti Barbosa Reject 1,218,451 0.02668 (Independent member) Abstain 357,816 0.00784
Election of the board of directors by candidate - Total members to be elected: 12 - Approve 4,564,615,345 99.96581 Frederico Trajano Inácio Rodrigues Reject 1,203,567
0.02636 Nomination of candidates to the Board of Directors (the stockholder may (Independent member) nominate as many candidates as the number of vacancies to be fulfilled in the Abstain 357,816 0.00784 5 general election. The votes indicated in
this field will be disregarded if the shareholder holding voting shares also fills in the fields present in the separate Approve 4,563,509,526 99.94159 election of a member of the board of directors and the separate election covered João
Moreira Salles Reject 2,309,386 0.05058 by these fields occurs) Abstain 357,816 0.00784
Approve 4,564,615,345 99.96581 Maria Helena dos Santos Fernandes de Santana
Reject 1,203,567 0.02636 (Independent member) Abstain 357,816 0.00784 Approve 4,564,615,345 99.96581 Pedro Luiz Bodin de Moraes Reject 1,203,567 0.02636 (Independent member) Abstain 357,816 0.00784
Approve 4,563,263,620 99.93620 Pedro Moreira Salles Reject 2,546,792 0.05578 Abstain 366,316 0.00802 Approve 4,563,693,845 99.94562 Ricardo Villela Marino Reject 2,125,067 0.04654
Abstain 357,816 0.00784 Approve 4,562,935,297 99.92901 Roberto Egydio Setubal Reject 2,883,615 0.06315 Abstain 357,816 0.00784
In case of a cumulative voting
process, should the corresponding votes to your
Yes 4,546,762,405 99.58468 shares be equally distributed among the candidates that you´ve chosen? [If the
shareholder chooses ”yes” and also indicates the ”approve” answer type for 6 specific candidates among those listed below, their votes will be distributed No - -proportionally among these candidates. If the shareholder chooses to
”abstain” and the election occurs by the cumulative voting process, the shareholder’s vote shall be counted as an abstention in the respective resolution Abstain 18,962,176 0.41532 of the meeting.]
Alfredo Egydio Setubal 378,606,014 8.32694
Ana
Lúcia de Mattos Barretto Villela 378,747,923 8.33006
Candido Botelho Bracher 378,746,507 8.33003 Cesar Nivaldo Gon 378,606,014 8.32694 (Independent member)
Fábio Colletti Barbosa 379,267,117 8.34148 (Independent member) Frederico Trajano Inácio Rodrigues 379,267,117 8.34148
7 View of all the candidates
to indicate the cumulative voting distribution. (Independent member)
João Moreira Salles 378,746,507 8.33003
Maria Helena dos Santos Fernandes de Santana 379,267,117 8.34148 (Independent member) Pedro Luiz Bodin de Moraes 379,267,117 8.34148 (Independent member)
Pedro Moreira Salles 378,746,507 8.33003 Ricardo Villela Marino 378,747,923 8.33006 Roberto Egydio Setubal 378,746,507 8.33003
Do you wish to request a separate election of a member of the board of Yes 8,500 0.00019 directors, under the terms of article 141, paragraph 4, I, of Law 6,404, of 1976?
8 (The shareholder can only fill this field in case of keeping the position of voting No 3,329,191 0.07292 shares ininterrupted for 3 months prior to the general
meeting. If the shareholder chooses “no” or “abstain”, his/her shares will not be computed for the request of a separate election of a member of the board of directors) Abstain 4,562,386,890 99.92690
Do you wish to request a separate election of a member of the board of Yes 25,019,407 1.31863 directors, under the terms of article 141, paragraph 4, II, of Law 6,404, of 1976?
9 (The shareholder can only fill this field in case of keeping the position of voting No 390,530,811 20.58265 shares ininterrupted for 3 months prior to the
general meeting. If the shareholder chooses “no” or “abstain”, his/her shares will not be computed for the request of a separate election of a member of the board of directors).
Abstain 1,481,828,851 78.09872
Approve 4,565,818,912 99.99216
Gilberto Frussa / João Costa Reject - -
Nomination of candidates to the fiscal council
(the shareholder may nominate as Abstain 357,816 0.00784 10 many candidates as there are seats to be filled in the general election).
Approve 4,565,818,912
99.99216 Eduardo Miyaki / Reinaldo Guerreiro Reject - -Abstain 357,816 0.00784
Approve 1,916,074,677 95.91740
11 Nomination of candidates to the fiscal coucnil by shareholders with non-voting Artemio Bertholini / Rene Guimarães Reject
12,821,252 0.64182 preferred shares or restricted voting rights. Andrich Abstain 68,733,930 3.44077
Approve 4,560,254,295 99.87030 Resolve on the amount allocated
to the overall compensation of the members of 12 the Company’s Board of Officers and Board of Directors in the total amount of Reject 5,564,617 0.12187 R$500,000,000.00: Abstain 357,816 0.00784 Approve 4,565,818,912 99.99216
13 Resolve on the monthly individual compensation of R$22,000.00 to effective Reject - -members and R$9,000.00 to alternate members of the Fiscal Council: Abstain 357,816 0.00784
São Paulo-SP, April 26, 2022.
RENATO LULIA JACOB
Group Head of Investor Relations and Market Intelligence