Itau Unibanco Holding S.A 6-K, filed Mar 27, 2023
Itau Unibanco Holding S.A. (ITUB)
About this 6-K
Itau Unibanco Holding S.A filed this 6-K on March 27, 2023.
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 March, 2023
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: March 24, 2023.
| 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 | |
Itaú Unibanco Holding S.A.
CNPJ 60.872.504/0001-23 |
A Publicly-Held Company |
NIRE 35300010230 |
Call Notice
ANNUAL GENERAL STOCKHOLDERS’ MEETING
The Stockholders of ITAÚ UNIBANCO HOLDING S.A. (“Company”) are hereby invited by the Board of Directors to attend the Annual General Stockholders’ Meeting to be exclusively held online on April 25, 2023, at 11:00 a.m., with the purpose to:
1. take cognizance of the Management Report and the Report of Independent Auditors, the Opinion of the Supervisory Council, and the Summary of the Report of the Audit Committee and to examine, for resolution, the Financial Statements for the fiscal year ended December 31, 2022;
2. resolve on the allocation of profit for the year;
3. define the number of members that will comprise the Board of Directors and elect the members to the Board of Directors, including the independent members, and the Supervisory Council for the next annual term of office. In accordance with the Brazilian Securities and Exchange Commission (“CVM”) Resolution No. 70/22, for the adoption of a multiple voting process for election of members to the Company’s Board of Directors, the requesting stockholders must represent at least five percent (5%) of voting capital; and
4. resolve on the amount to be allocated for overall compensation of the members of the Board of Directors and the Board of Executive Officers, as well as the compensation of the Supervisory Council members.
The full description of the matters proposed, as well as their justification, is found in the General Stockholders Meeting Manual.
The documents to be reviewed at the Stockholders Meeting are available to stockholders on the Company’s Investor Relations website (www.itau.com.br/relacoes-com-investidores), as well as on the websites of the CVM (www.cvm.gov.br) and the B3 – Brasil, Bolsa, Balcão (www.b3.com.br). Stockholders may also request a copy of these documents via email ri@itau-unibanco.com.br.
The Meeting will be held online with the link and access instructions to be provided by the Company to stockholders who have sent the documents below by April 23, 2023, to email drinvest@itau-unibanco.com.br:
a) Legal Entities: a notarized copy of the articles of association/bylaws, and proof of election of management members, duly registered with the proper trade board.
b) Individuals: a digital copy of the ID document bearing the stockholder’s picture.
Call Notice of Itaú Unibanco Holding S.A. of 03.24.2023 |
Page 2 |
Stockholders may be represented at the Stockholders’ Meeting by a proxy, in accordance with Article 126 of Law No. 6,404/76, provided that this proxy sends their identity document and the documents listed below evidencing the validity of their proxy (we require that any documents issued abroad be consularized or apostilled and be accompanied by the respective sworn translation). We clarify that it is not mandatory that the representative of the legal entity stockholder be a stockholder, a Company’s management member or a lawyer.
a) Legal Entities: a notarized copy of the articles of incorporation/bylaws of the legal entity represented, proof of election of management members and the corresponding proxy with signature notarized by a public notary’s office;
b) Individuals: a proxy with signature notarized by a public notary’s office.
To facilitate the running of the General Stockholders´ Meeting, the Company recommends that stockholders represented by proxies send a copy of the documents listed above up to April 23, 2023 to email drinvest@itau-unibanco.com.br.
To encourage stockholders to participate in General Stockholders’ Meeting, the Company has implemented a remote voting system, in accordance with CVM Resolution No. 81/22, as amended, making it possible for remote voting forms to be sent (i) directly to the Company, or (ii) to the stockholders’ custody agents, in the case shares are deposited at a central depository, or (iii) to Itaú Corretora de Valores S.A., the financial institution engaged by the Company to provide bookkeeping services, according to the procedures outlined in the General Stockholders’ Meeting’s Manual.
São Paulo (SP), March 24, 2023.
RENATO LULIA JACOB
Group Head of Investor Relations and Market Intelligence