Itau Unibanco Holding S.A 6-K, filed Feb 1, 2021
Itau Unibanco Holding S.A. (ITUB)
About this 6-K
Itau Unibanco Holding S.A filed this 6-K on February 1, 2021.
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 January, 2021
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: January 31, 2021.
| 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/ Milton Maluhy Filho | |||
| Name: | Milton Maluhy Filho | |||
| Title: | Chief Financial Officer | |||
1
Exhibit 99.1
ITAÚ UNIBANCO HOLDING S.A. CNPJ. 60.872.504/0001-23 A Publicly Listed Company EXTRAORDINARY 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 Extraordinary Stockholders’ Meeting held on January 31, 2021 at 11:00 a.m. exclusively held online, is presented below: Item Description - extraordinary agenda Candidates Voting Number of shares % over total voting 1 Resolve on the “Protocol and Justification” in which the terms and conditions for the partial spin-off of Itaú Unibanco S.A. are set out, with the merger, into the Company, of the spun-off portion related to the interest of Itaú Unibanco S.A. representing 41.05% of XP Inc.’s capital stock (“Transaction 1”): Approve Reject Abstain 4,570,743,786 - 1,197,113 99.97382 - 0.02618 2 Approve the appointment and engagement of PricewaterhouseCoopers Auditores Independentes - PwC as the expert firm responsible for preparing the appraisal report of the stockholders’ equity of Itaú Unibanco S.A. to be merged into the Company (“Appraisal Report 1”): Approve Reject Abstain 4,570,742,576 - 1,198,323 99.97379 - 0.02621 3 Resolve on the Appraisal Report 1, based on the balance sheet of Itaú Unibanco S.A. as of September 30, 2020: Approve Reject Abstain 4,570,742,576 - 1,198,323 99.97379 - 0.02621 4 Resolve on Transaction 1, with no increase in the Company’s capital stock: Approve Reject Abstain 4,570,743,786 - 1,197,113 99.97382 - 0.02618 5 If aforementioned items 1 to 4 are approved, then resolve on the “Protocol and Justification” in which the terms and conditions for the partial spin-off of the Company are set out, with reduction of its capital stock and transfer of the spun-off portion representing 41.05% of XP Inc.’s capital stock to a new company (“Newco”) to be incorporated for such purpose on the date this Extraordinary General Stockholders’ Meeting is held (“Transaction 2”): Approve Reject Abstain 4,570,743,786 - 1,197,113 99.97382 - 0.02618 6 Approve the appointment and engagement of PricewaterhouseCoopers AuditoresIndependentes - PwC as the expert firm responsible for preparing the appraisal report of the stockholders’ equity of Itaú Unibanco S.A. to be spun off and transferred to Newco (“Appraisal Report 2”): Approve Reject Abstain 4,570,742,576 - 1,198,323 99.97379 - 0.02621 7 Resolve on the Appraisal Report 2, based on the balance sheet of the Company as of September 30, 2020: Approve Reject Abstain 4,570,742,576 - 1,198,323 99.97379 - 0.02621 8 Resolve on Transaction 2 and the resulting set-up of a NewCo, to be incorporated for such purpose on the date this Extraordinary General Stockholders’ Meeting is held, with the issue of 4,958,290,359 common and 4,845,844,989 NewCo preferred shares to be assigned to the Company’s stockholders in the same proportion of their interest in its capital, and approve the draft of NewCo’s bylaws, which is attached to the “Protocol and Justification” for Transaction 2: Approve Reject Abstain 4,570,743,786 265,000 932,113 99.97382 0.00580 0.02039 10 Elect the members of the Board of Directors for the next annual term of office, which will be in force until the date the members elected at the 2021 Annual General Stockholders’ Meeting take office: Geraldo José Carbone Approve Reject Abstain 4,570,030,290 706,517 1,204,092 99.95821 0.01545 0.02634 11 Elect the members of the Board of Directors for the next annual term of office, which will be in force until the date the members elected at the 2021 Annual General Stockholders’ Meeting take office: Maria Helena dos Santos Fernandes de Santana Approve Reject Abstain 4,570,030,290 706,517 1,204,092 99.95821 0.01545 0.02634 12 Elect the members of the Board of Directors for the next annual term of office, which will be in force until the date the members elected at the 2021 Annual General Stockholders’ Meeting take office: Roberto Egydio Setubal Approve Reject Abstain 4,570,036,290 706,517 1,198,092 99.95834 0.01545 0.02621 13 Resolve on the amount allocated to the overall compensation of the members of the NewCo’s Board of Officers and Board of Directors in the overall amount of R$633,000.00: Approve Reject Abstain 4,567,089,760 1,865,296 2,985,843 99.89389 0.04080 0.06531 14 Authorize the Company’s management members, as set forth in its Bylaws, to carry out all the actions and sign all the documents required for implementing and formalizing the approved resolutions: Approve Reject Abstain 4,570,742,576 1,210 1,197,113 99.97379 0.00003 0.02618 15 Amend items 7.1. and 7.1.4 of the Company’s Bylaws to change the frequency of election and period of term of office for the members of the Audit Committee from annual to every five years: Approve Reject Abstain 4,570,612,897 122,489 1,205,513 99.97095 0.00268 0.02637 16 Consolidate the Bylaws by including (i) the amendment mentioned in foregoing item “15”; and (ii) the capital reduction as a result of Transaction 2, in accordance with item 5 hereof: Approve Reject Abstain 4,570,743,786 - 1,197,113 99.97382 - 0.02618 17 New wording of item 9, above: 9. If item 8 above is approved: Set at four (4) the number of positions to be filled at the NewCo’s Board of Directors: Approve Reject Abstain 4,550,552,572 6,000 7,358,005 99.83843 0.00013 0.16143 18 Elect the members of the Board of Directors for the next annual term of office, which will be in force until the date the members elected at the 2021 Annual General Stockholders’ Meeting take office: Demosthenes Madureira de Pinho Neto Approve Reject Abstain 4,550,674,082 - 7,242,495 99.84110 - 0.15890 São Paulo-SP, January 31, 2021. RENATO LULIA JACOB Group Head of Investor Relations and Market Intelligence Corporativo | Interno