Vinci Compass Investments Ltd 6-K, filed Jun 1, 2023
Vinci Compass Investments Ltd. (VINP)
About this 6-K
Vinci Compass Investments Ltd filed this 6-K on June 1, 2023.
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 June 2023
Commission File Number: 001-39938
Vinci Partners Investments Ltd.
(Exact name of registrant as specified in its charter)
Av. Bartolomeu
Mitre, 336
Leblon – Rio de Janeiro
Brazil 22431-002
+55 (21) 2159-6240
(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):
| Yes | No |
X |
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 |
X |
TABLE OF CONTENTS
| EXHIBIT | |
| 99.1 | Vinci Partners Investments Ltd. – Notice of 2023 Annual General Meeting of Shareholders |
| 99.2 | Vinci Partners Investments Ltd. – Proxy Statement |
| 99.3 | Vinci Partners Investments Ltd. – Form of Proxy Card |
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.
| Vinci Partners Investments Ltd. | |||||
| By: | /s/ Sergio Passos Ribeiro | ||||
| Name: | Sergio Passos Ribeiro | ||||
| Title: | Chief Financial Officer | ||||
Date: June 1, 2023
Exhibit 99.1
VINCI PARTNERS INVESTMENTS LIMITED
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
To Be Held 30 June 2023
NOTICE IS HEREBY GIVEN that an annual general meeting of shareholders (the “AGM”) of Vinci Partners Investments Limited (the “Company”) will be held on 30 June 2023 at 10:00 a.m., Rio de Janeiro time, being 9:00 a.m., New York time. The AGM will be held at the offices of the Company located at Avenida Bartolomeu Mitre, 336, Leblon, Rio de Janeiro/RJ, Brazil 22431-002.
The AGM will be held for the purpose of considering and, if thought fit, passing and approving the following resolution:
| 1. | to resolve, as an ordinary resolution, that the Company’s financial statements and the auditor’s report for the fiscal year ended 31 December 2022 be approved and ratified. |
The AGM will also serve as an opportunity for shareholders to discuss Company affairs with management.
The Board fixed the close of business on 31 May 2023, New York time (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 common shares and the Class B common shares of the Company as at the close of business on the Record Date are entitled to receive notice of and attend the AGM and any adjournment thereof.
The Company’s annual report on Form 20-F for the year ended 31 December 2022 was filed with the U.S. Securities and Exchange Commission (the “Commission”) on 18 April 2023 (the “Form 20-F”). Shareholders may obtain a copy of the Form 20-F, free of charge, from the Company’s website at https://ir.vincipartners.com/, or by contacting the Company’s Investor Relations Department at Avenida Bartolomeu Mitre, 336, Leblon, Rio de Janeiro/RJ, Brazil 22431-002, by email at ShareholderRelations@vincipartners.com, or by telephone at +1 (646) 559-8040. Additionally, this Notice, the Proxy Statement and the Form of Electronic Proxy Card, along with instructions on how to vote using the proxy card, will be made available on the Company’s website.
The Board recommends that shareholders of the Company vote “FOR” the resolution at the AGM. Your vote is very important to the Company. The Board notes that the chairman of the Board, Mr. Gilberto Sayão da Silva, has disclosed that he owns 100% of the Company’s Class B common shares and intends to vote these shares “FOR” the resolution at the AGM.
Whether or not you plan to virtually attend the AGM, please promptly complete, date, sign and return the proxy card that will be distributed to shareholders by the Company following the Record Date.
By order of the Board.
| /s/ Gilberto Sayão da Silva | |
| Name: Gilberto Sayão da Silva | |
| Title: Chairman |
Dated: 01 June 2023
Registered Office:
c/o Harneys Fiduciary (Cayman) Limited
P.O. Box 10240
Grand Cayman
KY1-1002
Cayman Islands
Exhibit 99.2
VINCI PARTNERS INVESTMENTS LIMITED
Avenida
Bartolomeu Mitre, 336
Leblon, Rio de Janeiro, RJ
Brazil 22431-002
PROXY STATEMENT
General
The board of directors of Vinci Partners Investments Limited (the “Company” or “we”) is soliciting proxies for the annual general meeting of shareholders (the “AGM”) of the Company to be held on 30 June 2023 at 10:00 a.m., Rio de Janeiro time, being 9:00 a.m., New York time. The AGM will be held at the offices of the Company located at Avenida Bartolomeu Mitre, 336, Leblon, Rio de Janeiro, RJ, Brazil, 22431-002.
This proxy statement, the notice to shareholders of our AGM and the form of electronic proxy card, along with instructions on how to vote using the proxy card provided therewith, are available and can be accessed free of charge on the Investor Relations section of our website at https://ir.vincipartners.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 common shares and Class B common shares (together, the “Common Shares”) of the Company as at the close of business on 31 May 2023, New York time (the “Record Date”) 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 they are registered as a shareholder of the Company on the record date for the AGM.
As of the close of business on the Record Date, 54,498,867 Common Shares were issued and outstanding, including 40,032,628 Class A common shares and 14,466,239 Class B common shares. One or more shareholders holding not less than one-third in aggregate of the voting power of all Common Shares in issue and entitled to vote, present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative, constitutes a quorum of the shareholders.
Voting and Solicitation
Each Class A common share issued and outstanding as of the close of business on the Record Date is entitled to one vote at the AGM. Each Class B common share issued and outstanding as of the close of business on the Record Date is entitled to ten votes 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).
Voting by Holders of Common Shares
Common Shares that are properly voted, 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. If no specific instructions are given in such proxy cards, the proxy holder will vote in favour of the item(s) set forth in the proxy card. 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 Common Shares affirmatively abstains from voting on any particular resolution, the votes attaching to such Common Shares will not be included or counted in the determination of the number of Common 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).
Proxies submitted by registered shareholders and street shareholders (by returning the proxy card) must be received by us no later than 11:59 p.m., New York time, on 29 June 2023 to ensure your representation at our AGM.
The manner in which your Common Shares may be voted depends on how your Common Shares are held. If you own Common Shares of record, meaning that your Common Shares are represented by book entries in your name so that you appear as a shareholder on the records of American Stock Transfer & Trust Company, LLC (“AST”) (i.e., you are a registered shareholder), our stock transfer agent, the Notice of the AGM will be e-mailed to you by AST indicating that this proxy statement, the notice of AGM and the proxy card are available on our website. You may provide voting instructions by returning a proxy card. You also may attend the AGM and vote in person. If you own Common Shares of record and you do not vote by proxy or at the AGM, your Common Shares will not be voted.
If you own Common Shares in street name (i.e., you are street shareholder), meaning that your Common Shares are held by a bank, brokerage firm, or other nominee, you are then considered the “beneficial owner” of Common Shares held in “street name,” and as a result, this proxy statement, the notice of AGM and the proxy card will be provided to you by your bank, brokerage firm, or other nominee holding the Common Shares. You may provide voting instructions to them directly by returning a voting instruction form received from that institution. If you own Common 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 Common Shares in order to vote your Common Shares at the AGM by presenting your voting information card.
Internet Voting
You may cast your Common Shares vote by accessing “www.ProxyVote.com”. Follow the on-screen instructions or scan the QR code provided to you on an electronic proxy card. Have your proxy card available when you access the web page.
Revocability of Proxies
Registered shareholders may revoke their proxy or change voting instructions before Common Shares are voted at the AGM by submitting a written notice of revocation to our Investor Relations department (ShareholderRelations@vincipartners.com), or a duly executed proxy 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 Common Shares in street name may revoke or change voting instructions by contacting the bank, brokerage firm, or other nominee holding the Common Shares or by obtaining a legal proxy from such institution and voting in person at the AGM. If you are not planning to attend our AGM in person to ensure your representation at our AGM, revocation of proxies submitted by registered shareholders and street shareholders (by returning a proxy card) must be received by us no later than 11:59 p.m., New York time, on 29 June 2023.
PROPOSAL 1:
RATIFICATION AND APPROVAL OF FINANCIAL STATEMENTS AND THE AUDITOR’S REPORT FOR THE FISCAL YEAR ENDED 31 DECEMBER 2022
If proxies are properly submitted by signing, dating and returning a proxy card, the Common Shares represented thereby will be voted in the manner specified therein. If not otherwise specified, and the proxy card is signed, the Common Shares represented by the proxies will be voted:
FOR the ratification and approval of our financial statements and the auditor’s report for the fiscal year ended 31 December 2022.
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 the ratification and approval of our financial statements and the auditor’s report for the fiscal year ended 31 December 2022.
ANNUAL REPORT AND COMPANY INFORMATION
A copy of our annual report on Form 20-F for the year ended 31 December 2022, 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.vincipartners.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 Common Shares they represent as the Board may recommend.
By order of the Board.
| /s/ Gilberto Sayão da Silva | |
| Name: Gilberto Sayão da Silva | |
| Title: Chairman |
Dated: 01 June 2023
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. V19002 - P96030 1. Resolution: To resolve, as an ordinary resolution, that the Company's financial statements and the auditor's report for the fiscal year ended December 31, 2022 be approved and ratified. For Against Abstain ! ! ! VINCI PARTNERS INVESTMENTS LTD. VINCI PARTNERS INVESTMENTS LTD. AV. BARTOLOMEU MITRE, 336, LEBLON RIO DE JANEIRO RJ, 22431 - 002 BRAZIL The Board of Directors recommends you vote FOR the following proposal: 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 . NOTE: Such other business as may properly come before the meeting or any adjournment thereof. 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 29 June 2023 . 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/VINP2023 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 29 June 2023 . 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 . SCAN TO VIEW MATERIALS & VOTE w
Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting: The Form 20 - F is available at www.proxyvote.com. V19003 - P96030 VINCI PARTNERS INVESTMENTS LIMITED Proxy for Annual General Meeting of Shareholders on June 30, 2023 Solicited on Behalf of the Board of Directors I/We Please Print Name(s) of Please Print Address(es) being (a) shareholder(s) of the Company hereby appoint of or failing him/her of or failing him/her the duly appointed chairman of the Meeting as my/our proxy to vote for me/us and on my/our behalf at the annual general meeting of shareholders (the “AGM”) of Vinci Partners Investments Limited (the “Company”) to be held on June 30 , 2023 at 10 : 00 a . m . , Rio de Janeiro time, being 9 : 00 a . m . , New York time, at the offices of the Company located at Av . Bartolomeu Mitre, 336 , Leblon, Rio de Janeiro RJ, 22431 - 002 , Brazil and at any adjournment of the AGM . My proxy is instructed to vote on a poll or on a show of hands on the resolutions in respect of the matter specified in the Notice of the AGM as indicated on the reverse side : Continued and to be signed on reverse side
Your Vote Counts! VINCI PARTNERS INVESTMENTS LTD. AV. BARTOLOMEU MITRE, 336, LEBLON RIO DE JANEIRO RJ, 22431 - 002 BRAZIL VINCI PARTNERS INVESTMENTS LTD. 2023 Annual General Meeting Vote by June 29, 2023 11:59 PM ET Vote Virtually at the Meeting* June 30, 2023 9:00 a.m., New York Time Virtually at: www.virtualshareholdermeeting.com/VINP2023 *Please check the meeting materials for any special requirements for meeting attendance. Smartphone users Point your camera here and vote without entering a control number For complete information and to vote, visit www.ProxyVote.com Control # V19008 - P96030 You invested in VINCI PARTNERS INVESTMENTS LTD. and it’s time to vote! You have the right to vote on proposals being presented at the Annual General Meeting. This is an important notice regarding the availability of proxy material for the shareholder meeting to be held on June 30, 2023. Get informed before you vote View the Form 20 - F online OR you can receive a free paper or email copy of the material(s) by requesting prior to June 16, 2023. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1 - 800 - 579 - 1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. V1.2
Vote at www.ProxyVote.com THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters. Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”. Voting Items Board Recommends V19009 - P96030 1. Resolution: To resolve, as an ordinary resolution, that the Company’s financial statements and the auditor’s report for the fiscal year ended December 31, 2022 be approved and ratified. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. For