6-K
Lavoro Ltd (LVROF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATEISSUER PURSUANT TO RULE 13a-16OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2025
Commission File Number: 001-41635
Lavoro Limited
(Exact name of registrant as specified in itscharter)
Av. Dr. Cardoso de Melo, 1450, 4th floor, office401São Paulo - SP, 04548-005, Brazil+55 (11) 4280-0709
(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 |
|---|
SIGNATURE
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.
| Lavoro Limited | ||
|---|---|---|
| By: | /s/ Ruy Cunha | |
| Name: | Ruy Cunha | |
| Title: | Chief Executive Officer |
Date: June 2, 2025
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Notice of 2025 Annual General Meeting of Shareholders |
| 99.2 | Proxy Statement |
| 99.3 | Form of Proxy Card |
Exhibit 99.1
Lavoro Limited
(the “Company”)
NOTICE OF ANNUAL GENERAL MEETING OF THE COMPANY
NOTICE IS HEREBY GIVEN that an Annual General Meeting of the Company (the “AGM”) will be held virtually and at the offices of the Company located at Av. Dr. Cardoso de Melo, 1450, 4th floor, office 401, São Paulo, SP, 04548-005, Brazil on June 27, 2025 at 3:00 pm (Brazil time).
The AGM will be held in accordance with Cayman Islands law and the amended and restated memorandum and articles of association of the Company and in a virtual form. You will be able to attend the AGM online by visiting https://www.virtualshareholdermeeting.com/LVRO2025. You also will be able to vote your shares online by attending the AGM by webcast. To participate in the AGM, you will need to review the information included on proxy or in the instructions that accompanied your proxy materials. The details of how to participate virtually at the AGM are also set out in the accompanying proxy card.
The AGM will be held for the purpose of considering and, if thought fit, passing and approving the following resolutions:
| 1. | RESOLVED, as an ordinary resolution, that the Company’s financial statements and the auditor's<br>report for the fiscal year ended June 30, 2024, accessible on the Company's website, be approved and ratified; |
|---|---|
| 2. | RESOLVED, as an ordinary resolution, that Daniel Fisberg be re-appointed as a member of the Board<br>of Directors of the Company, to serve as a Class 2 Director of the Company until the 2028 Annual General Meeting of the Company or until<br>the earlier of his vacating office or removal from office as a director in accordance with the Amended and Restated Memorandum and Articles<br>of Association of the Company; and |
| --- | --- |
| 3. | RESOLVED, as an ordinary resolution, that Marcos de Mello Mattos Haaland be re-appointed as a member<br>of the Board of Directors of the Company, to serve as a Class 2 Director of the Company until the 2028 Annual General Meeting of the Company<br>or until the earlier of his vacating office or removal from office as a director in accordance with the Amended and Restated Memorandum<br>and Articles of Association of the Company. |
| --- | --- |
The Company had been informed by Lauren StClair that she would not be seeking re-appointment as a Class 2 Director of the Company at the AGM.
The AGM will also serve as an opportunity for shareholders to discuss Company affairs with management.
Copies of the Company's financial statements and the auditor's report are available on the Company’s website at https://ir.lavoroagro.com/.
The Board of Directors of the Company (the “Board”) has fixed the close of business (Brazil time) on May 22, 2025 as the record date (the “Record Date”) for determining the shareholders of the Company entitled to receive notice of the AGM or any adjournment thereof. The holders of record of the Class A ordinary shares of the Company as of the close of business (Brazil time) on the Record Date are entitled to receive notice of and attend the AGM and any adjournment thereof. The Board recommends that shareholders of the Company vote “FOR” the resolutions at the AGM. Your vote is very important to the Company.
The Company’s 2024 Financial Statements for the fiscal year ended June 30, 2024 was filed with the U.S. Securities and Exchange Commission on November 1, 2024 (the “FinancialStatements”). Shareholders may obtain a copy of the Financial Statements, free of charge, from the Company’s website at https://ir.lavoroagro.com/ or by contacting the Company’s Investor Relations Department by email at tigran.karapetian@lavoroagro.com and fernanda.rosa@lavoroagro.com.
Whether or not you plan to attend the AGM, please promptly complete, date, sign and return the enclosed proxy card attached to this Notice.
By Order of the Board of Directors
| /s/ Marcos de Mello Mattos Haaland |
|---|
| Name: Marcos de Mello Mattos Haaland |
| Title: Chairman |
| Dated: June 2, 2025 |
Registered Office:
c/o Maples Corporate Services Limited
PO Box 309, Ugland House
Grand Cayman
KY1-1104
Cayman Islands
- NOTES
IF YOU HAVE EXECUTED A STANDING PROXY, YOURSTANDING PROXY WILL BE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU ATTEND THE AGM IN PERSON OR SEND IN A SPECIFIC PROXY.
| 1 | A proxy need not be a shareholder of the Company.<br>A shareholder entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote in his/her stead. |
|---|---|
| 2 | Any standing proxy previously deposited by a shareholder<br>with the Company will be voted in favor of the resolutions to be proposed at the AGM unless revoked prior to the AGM or the shareholder<br>attends the AGM in person or executes a specific proxy. |
| --- | --- |
| 3 | If two or more persons are jointly registered<br>as holders of a share, the vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion<br>of the votes of other joint holders. For this purpose, seniority shall be determined by the order in which the names stand on the Company’s<br>register of shareholders in respect of the relevant shares. |
| --- | --- |
| 4 | Each Class A ordinary share shall entitle the<br>holder to one (1) vote on all matters subject to a vote at general meetings of the Company. |
| --- | --- |
| 5 | A shareholder holding more than one share entitled<br>to attend and vote at the AGM need not cast the votes in respect of such shares in the same way on any resolution and therefore may vote<br>a share or some or all such shares either for or against a resolution and/or abstain from voting a share or some or all of the shares<br>and, subject to the terms of the instrument appointing any proxy, a proxy appointed under one or more instruments may vote a share or<br>some or all of the shares in respect of which he is appointed either for or against a resolution and/or abstain from voting. |
| --- | --- |
| 6 | No business shall be transacted at the AGM unless<br>a quorum is present. As set out in the Amended and Restated Memorandum and Articles of Association of the Company, presence, in person<br>or by proxy, of one or more persons holding at least twenty (20) per cent in par value of the issued shares in the capital of the Company<br>which confer the right to attend and vote thereat, constitutes a quorum of the shareholders. No person shall be entitled to vote at the<br>AGM unless he is registered as a shareholder of the Company on the record date for the AGM nor unless all calls or other sums presently<br>payable by him in respect of such shares have been paid. |
| --- | --- |
Exhibit 99.2
Lavoro Limited
Ugland House, Grand Cayman
PO Box 309
Grand Cayman, KY1-1104
Cayman Islands
PROXY STATEMENT
General
The board of directors of Lavoro Limited (the “Company” or “we”) is soliciting proxies for the annual general meeting of shareholders (the “AGM”) of the Company to be held at the offices of the Company located at Av. Dr. Cardoso de Melo, 1450, 4th floor, office 401, São Paulo, SP, 04548-005, Brazil, and virtually by accessing the following link https://www.virtualshareholdermeeting.com/LVRO2025, on June 27, 2025 at 3:00 pm Brazil time.
This proxy statement and our annual report on Form 20-F for the fiscal year ended June 30, 2024 can be accessed, free of charge, on the Investor Relations section of the Company’s website https://ir.lavoroagro.com/ and on the SEC’s website at www.sec.gov.
By inserting the control number to be provided to you on your Notice of Internet Availability of Proxy Materials or proxy card at http://www.proxyvote.com for registered shareholders and at http://www.proxyvote.com for street shareholders, you will have instructions on how to access our proxy materials, and on how to vote via the Internet, mobile device or by proxy card. If you own shares in street name, meaning that your shares are held by a bank, brokerage firm, or other nominee, you may also instruct that institution on how to vote your shares.
On or about June 2, 2025, we first mailed to our shareholders our proxy materials, including our proxy statement, the notice to shareholders of our AGM and the proxy card, along with instructions on how to vote using the proxy card provided therewith. This proxy statement can also be accessed, free of charge, on the Investor Relations section of the Company’s website https://ir.lavoroagro.com/ and on the SEC’s website at www.sec.gov.
Record Date, Share Ownership and Quorum
Only the holders of record of Class A ordinary shares (the “Ordinary Shares”) of the Company as at the close of business on May 22, 2025, BRT (the “RecordDate”) are entitled to receive notice of and attend the AGM and any adjournment thereof. No person shall be entitled to vote at the AGM unless it is registered as a shareholder of the Company on the Record Date.
As of the close of business on the Record Date, 114,585,757 Ordinary Shares were issued and outstanding. The presence, in person or by proxy, of one or more persons holding at least twenty (20) per cent in par value of the issued shares in the capital of the Company which confer the right to attend and vote thereat, constitutes a quorum of the shareholders.
Voting and Solicitation
Each Ordinary Share issued and outstanding as of the close of business on the Record Date is entitled to one vote at the AGM. The resolutions to be put to the vote at the AGM will each be approved by an ordinary resolution (i.e. a simple majority of the votes cast, by or on behalf of, the shareholders attending and voting at the AGM).
Internet Availability of Proxy Materials
We are furnishing proxy materials to our shareholders primarily via the Internet, instead of mailing printed copies of those materials to each shareholder.
On or about June 2, 2025, we first mailed to our shareholders a Notice of Internet Availability containing instructions on how to access our proxy materials. The Notice of Internet Availability of Proxy Materials directs shareholders to a website where they can access our proxy materials, including our proxy statement and our annual report, and view instructions on how to vote via the Internet, mobile device or by proxy card. This process is designed to expedite shareholders’ receipt of proxy materials, lower the cost of the AGM, and help conserve natural resources. If you received a Notice of Internet Availability of Proxy Materials and would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials.
Voting by Holders of Ordinary Shares
Ordinary Shares that are properly voted via the Internet, mobile device or for which proxy cards are properly executed and returned within the deadline set forth below, will be voted at the AGM in accordance with the directions given. The proxy holder will also vote in the discretion of such proxy holder on any other matters that may properly come before the AGM, or at any adjournment thereof. Where any holder of Ordinary Shares affirmatively abstains from voting on any particular resolution, the votes attaching to such Ordinary Shares will not be included or counted in the determination of the number of Ordinary Shares present and voting for the purposes of determining whether such resolution has been passed (but they will be counted for the purposes of determining the quorum, as described above).
Voting via the Internet or by mobile device helps save money by reducing postage and proxy tabulation costs. Each of these voting methods is available 24 hours per day, seven days per week. To vote by any of these methods, read this Proxy Statement, have your Notice of Internet Availability of Proxy Materials or proxy card in hand, and follow the instructions set forth in the Notice of Internet Availability of Proxy Materials or proxy card, as the case may be.
Proxies submitted by registered shareholdersand street shareholders (whether by internet or by returning the proxy card) must be received by us no later than 11:59 p.m., BRT, onJune 26, 2025 to ensure your representation at our AGM.
The manner in which your shares may be voted depends on how your shares are held. If you own shares of record, meaning that your shares are represented by book entries in your name so that you appear as a shareholder on the shareholder register of the Company maintained by Continental Stock Transfer & Trust Company (“CST”) (i.e., you are a registered shareholder), our stock transfer agent, this proxy statement, the notice of AGM and the proxy card will be available to you at http://www.proxyvote.com by inserting the control number on the Notice of Internet Availability of Proxy Materials or proxy card to be provided to you by CST. You may provide voting instructions by Internet, mobile device or (if you have received paper copies of our proxy materials) by returning a proxy card. You also may attend the AGM and vote in person. If you own Ordinary Shares of record and you do not vote by Internet, mobile device, proxy or in person at the Annual Meeting, your shares will not be voted.
If you own shares in street name (i.e., you are a street shareholder), meaning that your shares are held by a bank, brokerage firm, or other nominee, you are then considered the “beneficial owner” of shares held in “street name,” and as a result, this proxy statement, the notice of AGM and the proxy card will be available to you at http://www.proxyvote.com by inserting the control number on
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the instructions to be provided to you by your bank, brokerage firm, or other nominee holding the shares. You may provide voting instructions by the Internet, mobile device or (if you have received paper copies of proxy materials through your bank, brokerage firm, or other nominee) by returning a voting instruction form received from that institution. If you own Ordinary Shares in street name and attend the AGM, you must obtain a “legal proxy” from the bank, brokerage firm, or other nominee that holds your shares in order to vote your shares at the meeting and present your voting information card.
Revocability of Proxies
Registered shareholders may revoke their proxy or change voting instructions before shares are voted at the AGM by submitting a written notice of revocation to our Investor Relations Department at tigran.karapetian@lavoroagro.com and fernanda.rosa@lavoroagro.com, or a duly executed proxy (via the Internet, mobile device or by returning a proxy card) bearing a later date (which must be received by us no later than the date set forth below) or by attending the AGM and voting in person. A beneficial owner owning Ordinary Shares in street name may revoke or change voting instructions by contacting the bank, brokerage firm, or other nominee holding the shares or by obtaining a legal proxy from such institution and voting in person at the AGM. If you are not planning to attend in person our AGM, to ensure your representation at our AGM, any changes to the votinginstructions of proxies previously submitted by registered shareholders and street shareholders (whether by internet or by mailing a proxycard) must be received by us no later than 11:59 p.m., BRT, on June 26, 2025.
PROPOSAL 1:
RATIFICATION AND APPROVAL OF FINANCIAL STATEMENTSAND THE AUDITOR’S REPORT FOR THE FISCAL YEAR ENDED JUNE 30, 2024
The Company seeks shareholder approval and ratification of the Company’s 2024 financial statements which have been prepared in accordance with International Financial Reporting Standards, in respect of the fiscal year ended June 30, 2024. A copy of the Company’s 2024 financial statements is available on the on the Investor Relations section of the Company’s website at https://ir.lavoroagro.com/.
The affirmative vote by the holders of a simple majority of the votes cast, by or on behalf of, the shareholders attending and voting at the AGM is required for this proposal. If proxies are properly submitted by signing, dating and returning a proxy card, Ordinary Shares represented thereby will be voted in the manner specified therein.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”THE RATIFICATION AND APPROVAL OF FINANCIAL STATEMENTS AND THE AUDITOR’S REPORT FOR THE FISCAL YEAR ENDED JUNE 30, 2024.
PROPOSAL 2:
APPROVAL OF THE RE-APPOINTMENT OF DANIEL FISBERGTO BE A MEMBER OF THE BOARD OF DIRECTORS AND TO SERVE AS A CLASS 2 DIRECTOR
The Company seeks shareholder approval for Daniel Fisberg to be re-appointed as a member of the Board of Directors of the Company, to serve as a Class 2 Director of the Company until the 2028 Annual General Meeting of the Company or until the earlier of his vacating office or removal from office as a director in accordance with the Amended and Restated Memorandum and Articles of Association of the Company.
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The affirmative vote by the holders of a simple majority of the votes cast, by or on behalf of, the shareholders attending and voting at the AGM is required for this proposal. If proxies are properly submitted by signing, dating and returning a proxy card, Ordinary Shares represented thereby will be voted in the manner specified therein.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”APPROVAL OF THE RE-APPOINTMENT OF DANIEL FISBERG TO BE A MEMBER OF THE BOARD OF DIRECTORS AND TO SERVE AS A CLASS 2 DIRECTOR.
PROPOSAL 3:
APPROVAL OF THE RE-APPOINTMENT OF MARCOS DEMELLO MATTOS HAALAND TO BE A MEMBER OF THE BOARD OF DIRECTORS AND TO SERVE AS A CLASS 2 DIRECTOR
The Company seeks shareholder approval for Marcos de Mello Mattos Haaland to be re-appointed as a member of the Board of Directors of the Company, to serve as a Class 2 Director of the Company until the 2028 Annual General Meeting of the Company or until the earlier of his vacating office or removal from office as a director in accordance with the Amended and Restated Memorandum and Articles of Association of the Company.
The affirmative vote by the holders of a simple majority of the votes cast, by or on behalf of, the shareholders attending and voting at the AGM is required for this proposal. If proxies are properly submitted by signing, dating and returning a proxy card, Ordinary Shares represented thereby will be voted in the manner specified therein.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”APPROVAL OF THE RE-APPOINTMENT OF MARCOS DE MELLO MATTOS HAALAND TO BE A MEMBER OF THE BOARD OF DIRECTORS AND TO SERVE AS A CLASS 2 DIRECTOR.
ANNUAL REPORT AND COMPANY INFORMATION
A copy of our 2024 annual report to shareholders on Form 20-F, along with a copy of this proxy statement, can be accessed, free of charge, on the Investor Relations section of the Company’s website at https://ir.lavoroagro.com/ and on the SEC’s website at www.sec.gov.
OTHER MATTERS
We know of no other matters to be submitted to the AGM. If any other matters properly come before the AGM, it is the intention of the persons named in the enclosed form of proxy to vote the Ordinary Shares they represent as the board of directors may recommend.
| By Order of the Board of Directors<br><br> <br>Marcos de Mello Mattos Haaland<br><br> <br>June 2, 2025 |
|---|
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Exhibit 99.3
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V75445 - P34586 For Against Abstain ! ! ! ! ! ! ! ! ! LAVORO LIMITED C/O CONTINENTAL PROXY SERVICES 1 STATE STREET, NEW YORK, NY 10004 1. RESOLVED, as an ordinary resolution, that the Company’s financial statements and the auditor’s report for the fiscal year ended June 30 , 2024 , accessible on the Company’s website, be approved and ratified . 2. RESOLVED, as an ordinary resolution, that Daniel Fisberg be re - appointed as a member of the Board of Directors of the Company, to serve as a Class 2 Director of the Company until the 2028 Annual General Meeting of the Company or until the earlier of his vacating office or removal from office as a director in accordance with the Amended and Restated Memorandum and Articles of Association of the Company . 3 . RESOLVED, as an ordinary resolution, that Marcos de Mello Mattos Haaland be re - appointed as a member of the Board of Directors of the Company, to serve as a Class 2 Director of the Company until the 2028 Annual General Meeting of the Company or until the earlier of his vacating office or removal from office as a director in accordance with the Amended and Restated Memorandum and Articles of Association of the Company . NOTE: Such other business as may properly come before the meeting or any adjournment thereof. LAVORO LIMITED The Board of Directors recommends a vote “FOR” Proposals 1, 2 and 3. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. SCAN TO VIEW MATERIALS & VOTE w VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11 : 59 p . m . Eastern Time on June 26 , 2025 . Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form . During The Meeting - Go to www.virtualshareholdermeeting.com/LVRO2025 You may attend the meeting via the Internet and vote during the meeting . Have the information that is printed in the box marked by the arrow available and follow the instructions . VOTE BY PHONE - 1 - 800 - 690 - 6903 Use any touch - tone telephone to transmit your voting instructions up until 11 : 59 p . m . Eastern Time on June 26 , 2025 . Have your proxy card in hand when you call and then follow the instructions . VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage - paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 .
V75446 - P34586 Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting of Shareholders to be held on June 27, 2025: This Notice of Meeting and the Accompanying Proxy Statement are available at http://www.proxyvote.com LAVORO LIMITED THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 27, 2025 The undersigned hereby appoints André Rizk, or failing him, the duly appointed chairman of the Annual General Meeting, each with full power to act alone, as proxies to represent and to vote, as designated on the reverse hereof, all of the Class A Ordinary Shares of Lavoro Limited (the “Company”), held of record by the undersigned at the close of business on May 22 , 2025 at the Annual General Meeting of Shareholders of Lavoro Limited to be held virtually at www . virtualshareholdermeeting . com/LVRO 2025 and at the offices of the Company located at Av . Dr . Cardoso de Melo, 1450 , 4 th floor, office 401 , São Paulo, SP 04548 - 005 , Brazil, on Friday, June 27 , 2025 , at 3 : 00 PM (local time), or at any adjournment or postponement thereof . THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS INDICATED . IF NO CONTRARY INDICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF PROPOSALS 1 , 2 AND 3 , AND IN ACCORDANCE WITH THE JUDGMENT OF THE PERSONS NAMED AS PROXY HEREIN ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL GENERAL MEETING . THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS . (Continued and to be marked, dated and signed, on reverse side)