Pacific Airport Group 6-K, filed Apr 29, 2021
Pacific Airport Group (PAC)
About this 6-K
Pacific Airport Group filed this 6-K on April 29, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE
ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2021
Commission File Number: 001-32751
GRUPO AEROPORTUARIO DEL PACÍFICO S.A.B. DE C.V.
(PACIFIC AIRPORT GROUP)
(Translation of registrant's name into English)
México
(Jurisdiction of incorporation or organization)
Avenida Mariano Otero No. 1249-B
Torre Pacifico, Piso 6
Col. Rinconada del Bosque
44530 Guadalajara, Jalisco, México
(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 [ ]
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):
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
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):
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Resolutions Adopted at the General Ordinary Shareholders’ Meeting and Extraordinary Shareholders’ Meeting for Grupo Aeroportuario del Pacific on April 27, 2021
GUADALAJARA,
Mexico, April 28, 2021 (GLOBE NEWSWIRE) -- Grupo Aeroportuario del Pacifico, S.A.B. de
C.V., (NYSE: PAC; BMV: GAP) (“the Company” or “GAP”) announces
the following resolutions adopted at the Annual General Ordinary and Extraordinary Shareholders’
Meetings held on April 27, 2021, with a quorum of 87.2% and 90.2%, respectively:
ANNUAL
GENERAL ORDINARY SHAREHOLDERS’ MEETING
RESOLUTIONS
I. In
accordance with Article 28, Section IV of the Mexican Securities Market Law, the following
were approved:
- The
Chief Executive Officer’s report regarding the results of operations for the fiscal
year ended December 31, 2020, in accordance with Article 44, Section XI of the Mexican
Securities Market Law and Article 172 of the Mexican General Corporations Law, together
with the external auditor’s report, with respect to the Company on an unconsolidated
basis in accordance with Mexican Financial Reporting Standards (“MFRS”),
as well as with respect to the Company and its subsidiaries on a consolidated basis in
accordance with International Financial Reporting Standards (“IFRS”), each
based on the Company’s most recent financial statements under both standards, as
well as the 2020 Sustainability Report.
- Board
of directors’ comments to the Chief Executive Officer’s report.
- Board
of directors’ report in accordance with Article 172, clause b, of the Mexican General
Corporations Law, regarding the Company’s main accounting policies and criteria,
as well as the information used to prepare the Company’s financial statements.
- Report
on transactions and activities undertaken by the Company’s board of directors during
the fiscal year ended December 31, 2020, pursuant to the Mexican Securities Market Law.
- The
annual report on the activities undertaken by the Audit and Corporate Practices Committee
in accordance with Article 43 of the Mexican Securities Market Law, as well as ratification
of the actions of the various committees, and release from further obligations.
- Report
on the Company’s compliance with tax obligations for the fiscal year from January
1 to December 31, 2019, and instruction to Company officials to comply with tax obligations
corresponding to the fiscal year from January 1 and ended December 31, 2020, in accordance
with Article 26, Section III of the Mexican Fiscal Code.
II. APPROVAL
of the ratification of the actions by our Board of Directors and officers and release
from further obligations in the fulfillment of their duties as approved by the governing
bodies.
III. APPROVAL
of the Company’s financial statements, on an unconsolidated basis in accordance
with MFRS for purposes of calculating legal reserves, net income, fiscal effects related
to dividend payments and capital reduction, as applicable, and approval of the financial
statements of the Company and its subsidiaries on a consolidated basis in accordance
with IFRS for their publication to financial markets, with respect to operations that
took place during the fiscal year from January 1 to December 31, 2020; and approval of
the external auditor’s report regarding the aforementioned financial statements.
IV. APPROVAL
of the Company’s net income for the fiscal year ended December 31, 2020, reported
in its unconsolidated financial statements in accordance with MFRS presented in agenda
item above, which was Ps.1,852,505,651.00 (ONE BILLION, EIGHT HUNDRED FIFTY-TWO MILLION,
FIVE HUNDRED FIVE THOUSAND, SIXHUNDRED AND FIFTY-ONE PESOS 00/100 M.N., the allocation
of this amount will be applied towards increasing the Company’s retained earnings
account, since the level of the Company’s legal reserve meets the legal requirements
to which it is subject.
V. APPROVAL
for the cancellation of any amounts outstanding under the share repurchase program approved
at the General Ordinary Shareholders’ Meeting that took place on July 1, 2020,
and approval of Ps. 3,000,000,000.00 (THREE BILLIONPESOS 00/100 M.N.) as the maximum
amount to be allocated toward the repurchase of the Company’s shares or credit
instruments that represent such shares for the 12-month period following April 27, 2021,
in accordance with Article 56, Section IV of the Mexican Securities Market Law.
VI. RATIFICATION
of the four members of the Board of Directors and their respective alternates named by
the Series BB shareholders as follows:
| Proprietary | Alternate | |
| Laura
Díez Barroso Azcárraga María Ángeles Rubio Alfayate Juan Gallardo Thurlow Carlos Laviada Ocejo | Eduardo
Sánchez Navarro Redo Carlos Manuel Porrón Suárez Alejandro Cortina Gallardo Emilio Rotondo Inclán |
VII. It is registered that there was no designation of person(s) that will serve as member(s) of the Company’s board of directors, by any holder or group of holders of Series B shares that owns, individually or collectively, 10% or more of the Company’s capital stock.
VIII. RATIFICATION
of Mr. Carlos Cárdenas Guzmán, Mr. Joaquín Vargas Guajardo, Mr. Álvaro
Fernández Garza, Mr. Juan Díez-Canedo Ruíz, Mr. Ángel Losada Moreno
and Mr. Luis Tellez Kuenzler, as members of the Board of Directors, designated by the
Series “B” shareholders. In addition, Mr. Alfredo de Jesús Casar Pérez
was ratified.
As of this date, the Board of Directors will be comprised as follows:
| Proprietary | Alternate | |
| Laura
Díez Barroso Azcárraga María Ángeles Rubio Alfayate Juan Gallardo Thurlow Carlos Laviada Ocejo Carlos Cárdenas Guzmán Joaquín Vargas Guajardo Álvaro Fernández Garza Juan Díez-Canedo Ruíz Ángel Losada Moreno Luis Tellez Kuenzler Alfredo de Jesús Casar Pérez | Eduardo
Sánchez Navarro Redo Carlos Manuel Porrón Suárez Alejandro Cortina Gallardo Emilio Rotondo Inclán Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable Not applicable |
IX. RATIFICATION of Ms. Laura Díez Barroso Azcárraga as Chairwoman of the Company’s board of directors, and the ratification of Mr. Eduardo Sánchez Navarro Redo as Alternate, in accordance with Article 16 of the Company’s by-laws.
X. APPROVAL
of (i) the compensation paid to the members of the Company’s Board of Directors
during the 2020 fiscal year and (ii) the compensation to be paid to the Company’s
Board of Directors for the 2021 fiscal year, with a payment method of 100% attendance.
XI. RATIFICATION
of Mr. Álvaro Fernández Garza, as member of the Board of Directors designated
by the Series “B” shareholders to serve as a member of the Company’s
Nominations and Compensation Committee, in accordance with Article 28 of the Company’s
bylaws
XII. RATIFICATION
of Mr. Carlos Cárdenas Guzmán as President of the Audit and Corporate Practices
Committee.
The Audit and Corporate Practices Committee will be comprised as follows:
Carlos Cárdenas Guzmán, Chairman
Ángel
Losada Moreno, Member
Juan Díez-Canedo Ruíz, Member
XIII. The
report regarding acquisitions of goods or services or contracting of projects or asset
sales that are equal to or greater than US$ 3,000,000.00 (THREE MILLION U.S. DOLLARS),
or its equivalent in Mexican pesos or other legal tender in circulation outside Mexico,
or, if applicable, regarding transactions with relevant shareholders, in compliance with
Article 29 of the Company’s bylaws.
XIV. APPROVAL
of the special delegates that can appear before a notary public to formalize the resolutions
adopted at this meeting.
EXTRAORDINARY SHAREHOLDERS’ MEETING RESOLUTIONS
- APPROVAL
of the cancellation of 35,424,453 (THIRTY-FIVE MILLION FOUR HUNDRED TWENTY-FOUR THOUSAND,
FOUR HUNDRED FIFTY-THREE) treasury shares.
- APPROVAL
to reduce the Company’s shareholders’ equity by a total amount of
Ps. 2,000,000.00 (TWO BILLION PESOS 00/100 M.N.), to be distributed among outstanding
shares at the time of payment, which will be made within the 12 (TWELVE) months following
its approval.
- Make
all the legal and corporate changes necessary as a result of the resolutions approved
at this Shareholders’ Meeting.
- APPROVAL of special delegates that can appear before a notary public to formalize the resolutions adopted at this meeting.
Company Description
Grupo Aeroportuario del Pacífico, S.A.B. de C.V. (GAP) operates 12 airports throughout Mexico’s Pacific region, including the major cities of Guadalajara and Tijuana, the four tourist destinations of Puerto Vallarta, Los Cabos, La Paz and Manzanillo, and six other mid-sized cities: Hermosillo, Guanajuato, Morelia, Aguascalientes, Mexicali and Los Mochis. In February 2006, GAP’s shares were listed on the New York Stock Exchange under the ticker symbol “PAC” and on the Mexican Stock Exchange under the ticker symbol “GAP”. In April 2015, GAP acquired 100% of Desarrollo de Concesiones Aeroportuarias, S.L., which owns a majority stake in MBJ Airports Limited, a company operating Sangster International Airport in Montego Bay, Jamaica. In October 2018, GAP entered into a concession agreement for the operation of the Norman Manley International Airport in Kingston, Jamaica. In October 2018, GAP entered into a concession agreement for the operation of the Norman Manley International Airport in Kingston, Jamaica and took control of the operation in October 2019.
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management’s current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words “anticipates”, “believes”, “estimates”, “expects”, “plans” and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.
In accordance with Section 806 of the Sarbanes-Oxley Act of 2002 and article 42 of the “Ley del Mercado de Valores”, GAP has implemented a “whistleblower” program, which allows complainants to anonymously and confidentially report suspected activities that may involve criminal conduct or violations. The telephone number in Mexico, facilitated by a third party that is in charge of collecting these complaints, is 01 800 563 00 47. The web site is www.lineadedenuncia.com/gap. GAP’s Audit Committee will be notified of all complaints for immediate investigation.
| IR Contacts: | |
| Saúl Villarreal, Chief Financial Officer | svillarreal@aeropuertosgap.com.mx |
| Alejandra Soto, IR and Financial Planning Manager | asoto@aeropuertosgap.com.mx |
| Gisela Murillo, Investor Relations | gmurillo@aeropuertosgap.com.mx / +523338801100 ext. 20294 |
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.
| Grupo Aeroportuario del Pacífico, S.A.B. de C.V. | ||
| (Registrant) | ||
| Date: April 28, 2021 | /s/ SAÚL VILLARREAL GARCÍA | |
| Saúl Villarreal García | ||
| Chief Financial Officer | ||