Pacific Airport Group 6-K, filed Apr 25, 2022
Pacific Airport Group (PAC)
About this 6-K
Pacific Airport Group filed this 6-K on April 25, 2022.
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 2022
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 Pacifico On April 22, 2022
GUADALAJARA, Mexico, April 25, 2022 (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 today, with a quorum of 82.9% and 86.0%, respectively:
ANNUAL GENERAL ORDINARY SHAREHOLDERS’ MEETING
- In
compliance 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, 2021, 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 for the fiscal year ended December 31, 2021, under both standards,
as well as the 2021 Sustainability Report.
- Board
of Directors’ opinion 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, 2021, 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 the 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, 2020, and an instruction to Company officials to comply with tax obligations
corresponding to the fiscal year from January 1 and ended December 31, 2021, in accordance
with Article 26, Section III of the Mexican Fiscal Code.
- The
Chief Executive Officer’s report regarding the results of operations for the fiscal
year ended December 31, 2021, 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 for the fiscal year ended December 31, 2021, under both standards,
as well as the 2021 Sustainability Report.
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 for the fiscal year
from January 1 to December 31, 2021, 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 our operations that took place during the
fiscal year from January 1 to December 31, 2021; and approval of the external auditor’s
report regarding both aforementioned financial statements.
IV. APPROVAL of the Company’s
net income for the fiscal year ended December 31, 2021, reported in its unconsolidated financial
statements, presented in agenda item III above and audited in accordance with MFRS, which
was Ps. 5,811,099,785.00 (FIVE BILLION EIGHT HUNDRED ELEVEN MILLION NINETY-NINE THOUSAND
SEVEN HUNDRED EIGHTY-FIVE PESOS 00/100 M.N.), the allocation of the entire amount towards
increasing the Company’s retained earnings account, without separating an amount for
the Company’s legal reserves, given that the account currently represents more than
20% of the historical common stock of the Company, thereby meeting the requirement established
in Article 20 of the Mexican General Corporations Law. In addition, proposal to cancel from
the Company’s current legal reserves such amount exceeding 20% of the historical common
stock of the Company, in accordance with the requirements established in Articles 20 and
21 of the Mexican General Corporations Law and allocating said excess amount to the Company’s
retained earnings account.
V. APPROVAL that from the retained earnings account pending
application which amounts to a total of Ps. 10,529,179,720.00 (TEN BILLION FIVE HUNDRED TWENTY-NINE
MILLION ONE HUNDRED AND SEVENTY-NINE THOUSAND SEVEN HUNDRED AND TWENTY PESOS 00/100 M.N.),
a dividend be declared equal to Ps. 14.40 (FOURTEEN PESOS 40/100 M.N.) pesos per share, to
be paid to the holders of each share outstanding on the payment date, excluding any shares
repurchased by the Company in accordance with Article 56 of the Mexican Securities Market
Law; any amounts of retained earnings pending application remaining after the payment of
such dividend will remain in the retained earnings account pending application. The dividend
will be payable in one or more installments within 12 (twelve) months after April 22, 2022.
VI.
APPROVAL for the cancellation of any amounts outstanding under the Share Repurchase Program
approved at the General Ordinary Shareholders’ Meetings that took place on April 27,
2021 and September 14, 2021, which amounts to Ps. 2,031,782,227.00 (TWO BILLION THIRTY-ONE
MILLION SEVEN HUNDRED EIGHTY-TWO THOUSAND TWO HUNDRED TWENTY SEVEN PESOS 00/100 M.N.), approved,
and approval of Ps. 2,000,000,000.00 (TWO BILLION PESOS 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 22, 2022, in accordance
with Article 56, Section IV of the Mexican Securities Market Law.
VII. RATIFICATOIN
of the four members of the Board of Directors and their respective alternates appointed by
the Series BB shareholders as follows:
| Propietary
Members | Alternate Members |
| Laura Diez Barroso Azcárraga | Carlos Laviada Ocejo |
| María Ángeles Rubio Alfayate | Emilio Rotondo Inclán |
| Juan Gallardo Thurlow | Alejandro Cortina Gallardo |
| Eduardo Sánchez Navarro Redo | Carlos Alberto Rohm Campos |
VIII.
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.
IX. RATIFICATION of Mr. Carlos Cárdenas Guzmán, Mr. Ángel Losada
Moreno, Joaquín Vargas Guajardo, Mr. Juan Díez-Canedo Ruíz, Mr. Álvaro
Fernández Garza and Mr. Luis Tellez Kuenzler, as members of the Board of Directors,
designated by the Series “B” shareholders. In addition, Ms. Alejandra Palacios
Prieto was designated. As of this date, the Board of Directors will be comprised as follows:
| Propietary Members | Alternate Members |
| Laura Diez Barroso Azcárraga | Carlos Laviada Ocejo |
| María Ángeles Rubio Alfayate | Emilio Rotondo Inclán |
| Juan Gallardo Thurlow | Alejandro Cortina Gallardo |
| Eduardo Sánchez Navarro Redo | Carlos Alberto Rohm Campos |
| Carlos Cárdenas Guzmán | Not applicable |
| Ángel Losada Moreno | Not applicable |
| Joaquín Vargas Guajardo | Not applicable |
| Juan Diez-Canedo Ruíz | Not applicable |
| Álvaro Fernández Garza | Not applicable |
| Luis Tellez Kuenzler | Not applicable |
| Alejandra Palacios Prieto | Not applicable |
X. RATIFICATION
of Ms. Laura Diez Barroso Azcárraga as Chairwoman of the Company’s board of directors,
and the designation of Mr. Carlos Laviada Ocejo as Alternate, in accordance with Article
16 of the Company’s by-laws.
XI. APPROVAL of (i) the compensation paid to the
members of the Company’s Board of Directors during the 2021 fiscal year and (ii) the
compensation to be paid to the Company’s Board of Directors for the 2022 fiscal year
proposed by the Compensation and Nominations Committee.
XII.
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.
XIII. 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, President
Ángel
Losada Moreno, Member
Joaquín Vargas Guajardo, Member
XIV.
The report concerning compliance with Article 29 of the Company’s bylaws 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.
XV.
Presentation of our Public Objectives for environmental, social responsibility and corporate
governance of the Company for the year 2030.
XVI.
APPROVAL of special delegates that can appear before a notary public to formalize the resolutions
adopted at this meeting.
EXTRAORDINARY SHAREHOLDERS’ MEETING
- APPROVAL
to increase the Company's Common Stock, through the capitalization of the "Restatement effect
of Common Stock" account, as recorded in the Company's unconsolidated financial statements
as of December 31, 2021, in the amount of Ps. 8,027,154,754.00 (EIGHT BILLION TWENTY-SEVEN
MILLION ONE HUNDRED AND FIFTY-FOUR THOUSAND SEVEN HUNDRED AND FIFTY-FOUR PESOS 00/100 M.N.).
- APPROVAL
of the cancellation of 13,273,970 (THIRTEEN MILLION TWO HUNDRED SEVENTY-THREE THOUSAND NINE
HUNDRED SEVENTY) Company’s treasury shares.
- APPROVAL
to perform all corporate legal formalities required, including the amendment of SIXTH Article
of the Company’s by-laws, derived from the adoption of resolutions at this Shareholders’
Meeting, to read as follows “SIXTH ARTICLE.- Common Stock. The common stock will be
variable. The minimum fixed part of the capital is Ps. 8,197,535,635.20 (EIGHT BILLION ONE
HUNDRED NINETY-SEVEN MILLION FIVE HUNDRED THIRTY-FIVE THOUSAND SIX HUNDRED THIRTY-FIVE PESOS
20/100 M.N.), represented by 512,301,577 (FIVE HUNDRED TWELVE MILLION THREE HUNDRED ONE THOUSAND
FIVE HUNDRED SEVENTY-SEVEN) ordinary shares, nominative, of Class I and without expression
of nominal value, fully subscribed and paid.”
- 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.
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 25, 2022 | /s/ SAÚL VILLARREAL GARCÍA | |
| Saúl Villarreal García | ||
| Chief Financial Officer | ||